These documents have been translated from Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities Code 9301)
June 5, 2019
To Shareholders with Voting Rights:
Masao Fujikura
President
Mitsubishi Logistics Corporation
19-1, Nihonbashi, 1-chome,
Chuo-ku, Tokyo, JapanNOTICE OF
THE 216TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 216th Annual General Meeting of Shareholders of Mitsubishi
Logistics Corporation (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting the
Voting Rights Exercise Form, or via the Internet, etc. Please review the Reference Documents for the General
Meeting of Shareholders (pages 43 through 50), and return your form no later than 5 p.m. Japan time on
Wednesday, June 26, 2019, or cast your vote via the Internet, etc., by 5 p.m. Japan time on Wednesday, June 26,
2019.
(Please refer to the page 51 for the detailed procedures for exercising voting rights via the Internet, etc.)
1. Date and Time:Thursday, June 27, 2019 at 10 a.m. Japan time

2. Place:

Nihonbashi Dia Building, Headquarters of the Company
19-1, Nihonbashi, 1-chome, Chuo-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for theCompany’s 216th Fiscal Year (April 1, 2018 - March 31, 2019) and resultsof audits by the Accounting Auditor and the Board of Corporate Auditors of
the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 216th Fiscal
Year (April 1, 2018 - March 31, 2019)
Proposals to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Fifteen (15) Directors
Proposal No. 3: Election of Two (2) Corporate Auditors
Proposal No. 4: Payment of Bonuses to Directors
Proposal No. 5: Revision of the Amount of Remuneration for Directors and Corporate Auditors

14. Information on Exercise of Voting Rights(1) If you vote both in writing on the Voting Rights Exercise Form and via the Internet, only your vote placed
via the Internet will be valid.
In addition, if you submit your vote multiple times via the Internet, only the last vote will be valid.
(2) If you are unable to attend the meeting, you can exercise your voting rights by proxy by appointing anothershareholder with voting rights as proxy and submitting a document that attests the power of proxy.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Any updates to the Reference Materials for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements and Non-consolidated Financial Statements will be posted on the “Investor
Relations” on the Company’s website (https://www.mitsubishi-logistics.co.jp/english/ir/index.html).

2

(Appendix)

Business Report(April 1, 2018 - March 31, 2019)

I. Overview of the Company Group
1.
(1)

Business Progress and Results
Business Conditions
During the fiscal year under review, in the global economy, while the economy in China slowed
moderately, steady economic recovery continued in the United States, and the economy in Europe also
gradually recovered despite some signs of weakness. Japan, despite some weakness, recovered
moderately with consistently improved employment environment, a recovery in consumer spending and
an increase in capital expenditure.
In these economic situations, the business environment surrounding the Group remained difficult in
the warehousing and harbor transportation business in the Logistics Segment due to intensifying
competition with other companies and increased costs owing to labor shortages and other factors, despite
an increase in freight volume. The Real Estate Segment, meanwhile, remained relatively strong withpartial rising trend in rent due to improvement in demand for rental office buildings and others.
Under these circumstances, Mitsubishi Logistics Corporation and its subsidiaries and affiliates(collectively, the “Group”) promoted aggressive marketing activities. In the Logistics Segment, we madeefforts including the expansion of distribution operations especially for pharmaceuticals, and expansion
reinforcement of operational bases overseas. In the Real Estate Segment, we focused our efforts on
securing tenants, and maintaining and improving rent levels. Meanwhile, we endeavored to improvebusiness performance thorough cost management and further improvement of efficiency in business
operations.
As a result, revenue for the fiscal year under review amounted to 227,185 million yen, an increase of
11,778 million yen, or 5.5% from the previous fiscal year. In the Logistics Segment, revenue increased
due to an increase in freight handled in the warehousing & distribution, land transportation, harbortransportation and international transportation businesses, and also in the Real Estate Segment, revenue
increased due to the rising occupancy rate of the real estate leasing business and an increase incondominiums sold. On the other hand, cost of services overall increased 11,232 million yen, or 5.8%
from the previous fiscal year to 203,825 million yen. In the Logistics Segment, operational andtransportation consignment costs and such increased as freight handled increased, and the initial cost
until stable operation associated with the start of operations at a new distribution center was borne. In theReal Estate Segment, real estate sales costs increased in line with an increase in condominiums sold.
Selling, general and administrative expenses increased 306 million yen, or 2.9% from the previous fiscal
year to 10,699 million yen primarily due to increases in personnel expenses and depreciation andamortization.
As a result, operating income increased 239 million yen, or 1.9% year on year to 12,660 million yen,reflecting the rise in income in the Real Estate Segment, despite a slight decline in income in the
Logistics Segment. Ordinary income increased 1,172 million yen, or 7.3% to 17,333 million yen due
partially to increases in dividend income and equity in earnings of unconsolidated subsidiaries andaffiliates. Profit attributable to owners of parent increased 1,047 million yen, or 10.0% from the previous
fiscal year to 11,564 million yen despite posting loss on disaster, primarily due to an increase in gain onsale of marketable securities and investments in securities.
Performance by business segment of the Group was as follows.
1) Logistics Segment
In the warehousing & distribution business and land transportation business, transactions forpharmaceuticals, beverages, and automotive components, etc. increased, resulting in revenue to rise
4.3% from the previous fiscal year to 54,903 million yen in the warehousing & distribution business, andrevenue in the land transportation business increased by 5.8% from the previous fiscal year to 51,850
million yen. In the harbor transportation business, revenue increased by 1.0% from the previous fiscal
year to 23,890 million yen due mainly to an increase in container freight handling volume. In theinternational transportation business, factors such as an increase in export and import freight handled3contributed to a 6.0% rise in revenue from the previous fiscal year to 53,015 million yen.
As a result, overall revenue in the Logistics Segment was 190,434 million yen, up 9,157 million yen,or 5.1% from the previous fiscal year. Operating expenses were up by 9,211 million yen, or 5.3%, fromthe previous fiscal year to 182,825 million yen due mainly to an increase in operational andtransportation consignment costs as freight handled increased, and the initial cost until stable operation
associated with the start of operation at a new distribution center was borne. Due to the above, operating
income was 7,609 million yen, a decrease of 53 million yen, or 0.7% from the previous fiscal year.
2) Real Estate Segment
In the mainstay real estate leasing business, revenue increased by 0.6% from the previous fiscal year
to 29,424 million yen due to rising occupancy rates. Other revenue increased by 36.8% from theprevious fiscal year to 9,254 million yen due to an increase in property sales in the condominium sales
business.
As a result, overall revenue in the Real Estate Segment was 38,679 million yen, up 2,653 million yen,or 7.4% from the previous fiscal year. Operating expenses were up by 2,051 million yen, or 7.9% fromthe previous fiscal year to 27,896 million yen, primarily due to an increase in real estate sales costs assales of condominiums increased despite a decrease in depreciation and amortization, etc. Due to theabove, operating income was 10,783 million yen, an increase of 602 million yen, or 5.9% from theprevious fiscal year.
Revenue by segment

Categories

Fiscal year
ended March
31, 2019
190,434[54,903][51,850][23,890][53,015][6,775]38,679[29,424][9,254](Millions of yen unless otherwise stated)
Year-on-year change
Fiscal year
ended March
Percentage
Amount31, 2018(%)
181,277
9,157
5.1[52,637][2,265][4.3][49,018][2,832][5.8][23,652]
[238]
[1.0]
[50,000][3,014][6.0][5,968][807][13.5]
36,025
2,653
7.4[29,262]
[161]
[0.6]
[6,762][2,491][36.8]

Logistics Segment[Warehousing & Distribution Business][Land Transportation Business][Harbor Transportation Business][International Transportation Business][Other]Real Estate Segment[Real Estate Leasing Business][Other]Elimination of inter-segment(1,928)(1,895)(32)
transactions
Total
227,185
215,407
11,7785.5(Note) Elimination of inter-segment transactions refers to the elimination of inter-segment transactions
included in the revenue of the Logistics Segment and Real Estate Segment.

4

(2)

Capital Investments
The Group made capital investments in the total amount of 18,036 million yen for construction of
warehouses and facilities for lease and purchase of warehouse site, etc.
The main investments made during the fiscal year under review were as follows.
1) Completed Warehouses
Osaka:
Ibaraki No.4 Distribution Center[Completed in July 2018]
Warehouses(five floors, total floor area of approx. 24,000 m2)
2) Construction completed facilities for lease
Tokyo:
Osaka:S-GATE NIHONBASHI-HONCHO
Offices and stores for lease(11 floors, floor area of approx. 8,500 m2)
Diacrest Kokujun Kento[Completed in October 2018][Completed in March 2019]

Staff quarters, National Cerebral andCardiovascular Center
Residential units for lease(three stories, five stories and eight stories, floor area of approx. 10,800 m2)
3) Purchased land
Kobe:

Site for Seishin Distribution Center[Purchased in October 2018](within Kobe Logistics Center)(Approx. 24,200 m2)
4) Warehouses under construction
Kobe:

Seishin Distribution Center (Second phase)[Scheduled for completion in
November 2019]

Warehouses(four stories, floor area of approx. 57,400 m2)
Yokohama: Minami-Honmoku Distribution Center[Scheduled for completion in
February 2020]

Warehouses(five stories, floor area of approx. 35,600 m2)
5) Facilities for lease under construction
Indonesia: P.T. Mitsubishi Logistics Indonesia MM2100[Scheduled for completion in

Factory Facility
Factory facility for lease(one story, floor area of approx. 7,800 m2)
Kanagawa: Staff quarters, Kanagawa Prefectural Police

October 2019](Second phase)
Residential units for lease(five stories, floor area of approx. 8,200 m2)[Scheduled for completion in
February 2020](3)

Financing
The capital investments and operating capital of the Group were funded by cash on hand andborrowings from financial institutions.
Additionally, the Company redeemed the 11th unsecured bonds (total face value 7 billion yen; issued
June 12, 2008) on June 12, 2018.

(4)

Status of acquisition or disposal of shares of other companies
The Company established MY Terminals Holdings, Limited, a holding company, jointly with
Nippon Yusen Kabushiki Kaisha by stock transfer, with domestic port shipping businesssubsidiaries including Nippon Container Terminal Co., Ltd., a subsidiary of Nippon Yusen
Kabushiki Kaisha (an affiliate accounted for by the equity method of the Company) as its wholly
owned subsidiaries, and acquired additional holding company shares from Nippon Yusen
5

Kabushiki Kaisha and made the holding company an affiliate accounted for by the equity method
on December 25, 2018. (Company holding ratio: 49%)
(5)

Future Outlook and Issues
With respect to the prospects of the world economy, despite concern for the trend of trade issue andthe future of the Chinese economy, the steady recovery in the United States will likely continue, while
moderate recovery trend in Europe are expected. Japanese economy, despite some weakness for the time
being, is also expected to continue gradual recovery supported by continuous improvement of
employment and income environment and implementation of various government policies.
In this economic climate, under the business environment surrounding the Group, harsh situations
continue in the warehousing & distribution business and harbor transportation business due to theintensified competition and an increase in cost resulting from labor shortage and such despite a moderateincrease in freight volume. Meanwhile, due to concern over decline in demand for rental office buildings,
the improvement in business condition is expected to remain moderate in the real estate business.
Under these circumstances, the Group has formulated a new vision “MLC2030 Vision” to beaccomplished in 2030, and by giving first priority to “contributing to the improvement of customer’svalue,” we aim to be a corporate group that continues to be selected by customers both in Japan andoverseas as a logistics company that consistently handles the supply chain from procurement to
distribution and sales as a partner of customers.
Specifically, we will implement the following measures.
1) The Group will establish a customer-oriented support system with a focus on the medical/healthcare, food/beverage, and machinery/electrical machine industries as priority areas, and will takeon comprehensive supply chain challenges as the customer’s partner. Through these efforts, theGroup will seek to expand its business domain and boost its market share.
2) Overseas, the Group will move forward with system enhancements to support customer supply
chains in the medical/health care and food/beverage industries and strengthen its forwarding
business with demand for high quality cold chains expected to grow in a number of regions suchas Southeast Asia (ASEAN).
3) The Group will further enhance the competitiveness of its port and harbor transportation
business by leveraging its cargo handling services, the efficiency of which is ranked among thehighest globally, while at the same time developing complexes and facilities and boosting its
operational capability in the real estate business. By doing so, it will seek to secure stableprofits.
4) The Group will review the operational processes of all businesses and facilitate efficient
operations by utilizing new technologies such as IoT, AI and robotics. Through these efforts, itaims to improve service quality and production efficiency.
5) The Group aims for growth by strengthening cost competitiveness through organizational
management across the Company and its Group companies and securing/developing humanresources, particularly in the priority areas.
At the same time, we formulated the New Medium-term Management Plan FY2019–2021 andpositioned the three-year period from fiscal 2019 to fiscal 2021 as the first stage for a leap
toward the achievement of the “MLC2030 Vision.” For further growth of the Group, and inorder to meet the expectations of stakeholders, including our customers, group employees,
shareholders and investors, we will work to ensure the implementation of the following
measures and strive to achieve the “MLC2030 Vision.”
1)
Strengthening the business foundations of the priority areas
2)
Establishing a system that leverages new technologies
3)
Maintaining competitiveness in the port and harbor transportation business
4)
Developing complexes and other facilities for the real estate business and improving theorganizational structure thereof to strengthen operational capabilities
5)
Bolstering production efficiency through more efficient operational processes and othermeans
6)
Improving operational conditions to reform workstyles and create innovation
7)
Increasing shareholder returns
8)
Promoting CSR-oriented management62.

Trends in Assets and Income
Trends in assets and income of the Group and the Company for the fiscal year under review and thelast three fiscal years are as follows.
(Millions of yen unless otherwise stated)
Item

The Group
The Company

Revenue
Operating income
Ordinary income
Profit attributable to ownersof parent
Basic earnings per share(yen)
Total assets
Total net assets
Revenue
Operating income
Ordinary income
Net income
Basic earnings per share(yen)
Total assets
Total net assets

The 213th fiscal The 214th fiscal The 215th fiscal Fiscal year
year
year
year
under review(April 1, 2015 - (April 1, 2016 - (April 1, 2017 - (April 1, 2018 March 31, 2016) March 31, 2017) March 31, 2018) March 31, 2019)

206,831
11,30914,025

208,718
12,74816,056215,407
12,421
16,160227,185
12,66017,333

9,350

10,665

10,517

11,564106.73121.75120.07132.03

413,264
257,524
144,391
8,783
11,492
8,149

435,354
276,870
146,896
10,284
13,0739,074

462,031294,550
148,610
9,665
15,382
10,701

482,575
299,104
157,432
9,016
14,61910,12592.99

103.55122.12115.55363,588234,989383,730
252,899412,693
270,422433,462
274,400(Notes)
1. As the Company carried out the reverse stock split at a ratio of one share for every two shares of common stock, with
an effective date of October 1, 2017, basic earnings per share of the Group and the Company are calculated based on
the assumption that the reverse stock split was conducted at the beginning of the 213th fiscal year.
2. As the Company applied “Partial Amendments to Accounting Standard for Tax Effect Accounting” (ASBJ
Statement No. 28, February 16, 2018), etc., from the beginning of the fiscal year under review, total assets of
the Group and the Company in the 215th fiscal year are amounts after applying the accounting standard etc.,
retroactively.
3. The decrease in operating income, ordinary income, net income, and basic earnings per share in the fiscal year
under review was primarily due to an increase in personnel expenses and depreciation and amortization in
addition to initial expenses associated with the start of operations at a new distribution center.
4. Basic earnings per share of the Group and of the Company are calculated based on the weighted-average
number of shares outstanding during the relevant period and are rounded off to the second decimal place.

7

3.

Material Subsidiaries
Company name

The Company’s
Capitalpercentage of equity(Millions of yen) participation (%)

Fuji Logistics Co., Ltd.

2,979

95.0

Ryoso Transportation Co.,
Ltd.

360

100

Dia Buil-Tech, Co., Ltd.

100

100

Shinryo Koun Co., Ltd.

36

86.0

Mitsubishi Logistics China
Co., Ltd.

RMB250
million100

P.T. Mitsubishi Logistics
Indonesia
Mitsubishi Logistics
America Corporation
Mitsubishi Logistics Europe
B.V.

IDR211,665
million
USD10,000
thousand
EUR2,500
thousand

99.9
100
100

Principal business
Warehousing & Distribution
Business
Land Transportation
Business
Real Estate Managing
Business
Harbor Transportation
Business
Investment in Logistics
Business in China andmanagement of affiliate
logistics companies
Warehousing & Distribution
Business
International Transportation
Business
International Transportation
Business

The number of the consolidated subsidiaries subject to consolidated accounting is 51 including 8
material subsidiaries shown above, while the number of affiliates subject to the equity method is 3. The
majority of these companies are engaged in operations and transportation related to the logistics businessand management of buildings related to the real estate business.
4.

Principal Business(1) Logistics Segment
1) Warehousing & Distribution BusinessBusiness conducting storage and handling of incoming and outgoing cargo, etc. atwarehouses containing consigned items
2) Land Transportation BusinessBusiness conducting transport and usage transport, etc. by freight automobiles
3) Harbor Transportation BusinessBusiness conducting coastal cargo handling and onboard cargo handling, etc. at ports
4) International Transportation BusinessBusiness conducting handling of international product transport, etc. (including handlingdomestic marine cargo transport)(2) Real Estate Segment
Business conducting consignment, design and oversight of purchase, leasing, management
and construction of real estate8

5.

Principal Business Locations(1) The Company
Headquarters: Chuo-ku, Tokyo
Branches: Tokyo, Yokohama, Nagoya, Osaka, Kobe and Fukuoka(2) Subsidiaries
1) Logistics Segment
Fuji Logistics Co., Ltd. (Minato-ku, Tokyo)
Ryoso Transportation Co., Ltd. (Koto-ku, Tokyo)
Shinryo Koun Co., Ltd. (Chuo-ku, Kobe)
Mitsubishi Logistics China Co., Ltd. (Shanghai, China)
P.T. Mitsubishi Logistics Indonesia (Jakarta, Indonesia)
Mitsubishi Logistics America Corporation (New York City, State of New York, U.S.A)
Mitsubishi Logistics Europe B.V. (Ridderkerk, South Holland, The Netherlands)
2) Real Estate Segment
Dia Buil-Tech, Co., Ltd. (Chuo-ku, Tokyo)

6.

Employees(1) Employees of the Group
Categories
Logistics Segment
Real Estate Segment
Administrative segment,
Headquarters of the Company
Total

Number of employees(Changes from previous fiscal year-end)
4,106 (increased 10)286 (decreased 9)
74 (increased 2)
4,466 (increased 3)(Notes)1. The figures in the above table do not include 49 persons on leave and seconded outside of
the Group.
2. Separate from the above, there are 1,419 temporary employees and 1,207 seconded andcontracted employees from outside the Group.

(2) Employees of the Company
Number of employees (Changes
from previous fiscal year-end)
926 (increased 35)

Average age

Average years of service

40 years,
0 months

16 years, 6 months(Notes)1. The figures in the above table do not include 125 persons on leave and seconded outside of
the Company.
2. Separate from the above, there are 132 temporary employees and 627 seconded andcontracted employees from outside the Company.
3. Average ages and average years of service are rounded to the nearest month.

7.

Material Lenders

Amount of borrowings(Millions of yen)
29,202
9,070

Lender
MUFG Bank, Ltd.
The Norinchukin Bank

9

II. Status of Shares

1.
Matters concerning Shares(1) Total number of shares authorized to be issued

220,000,000 shares(2) Total number of shares outstanding, capital and number of shareholders
End of fiscal year
Previous fiscal
Item
under review
year-end
Total number of shares outstanding
87,960,739
87,960,739(shares)
Capital (yen)22,393,986,570
22,393,986,570
Number of shareholders (persons)
6,538
8,045
(Notes)Changes from theprevious fiscal year-end
00
1,507 (decreased)

Total number of shares outstanding includes 334,099 shares of treasury shares.

(3) Major shareholders
Shareholder name

Number of shares

Shareholding ratio%

Thousand shares

The Master Trust Bank of Japan, Ltd. (trust account)
Japan Trustee Services Bank, Ltd. (trust account)
Meiji Yasuda Life Insurance Company
MITSUBISHI ESTATE CO., LTD.
Kirin Holdings Company, Limited
Tokio Marine & Nichido Fire Insurance Co., Ltd.
MUFG Bank, Ltd.
Japan Trustee Services Bank, Ltd. (trust account 9)
State Street Bank and Trust Company 505001
AGC Inc.
(Notes)1.
2.

12,707
6,710

14.5
7.7

5,153
3,665
2,966

5.9
4.2
3.4

2,915
1,864
1,791

3.3
2.1
2.0

1,671
1,657

1.9
1.9

MUFG Bank, Ltd. has set 750 thousand shares of the Company as trust funds for retirement benefits for which
voting rights are reserved, in addition to the shares stated in the table above.
The Company’s treasury shares (334,099 shares) were excluded in the calculation of the percentage of shares
held.

10

2. Company Officers(1)

Directors and Corporate Auditors
Position

Areas of responsibility or significant
concurrent positions
President of Japan Warehousing
Association Inc.

Name

Chairman of the Board

Akio Matsui

President *Masao Fujikura

Managing Director

Yoshiji Ohara

Managing Director

Noboru Hiraoka

Managing Director *Fumihiro Shinohara

Responsible for General Affairs, Corporate
Communications, Personnel, Planning, andInternal Audit

Managing Director

Hitoshi Wakabayashi

Responsible for Warehousing &Distribution Business

Managing Director

Yasushi Saito

Responsible for Accounting & Financing,
Information System

Managing Director

Shinji Kimura

Director

Minoru Makihara

Director

Shigemitsu Miki

Director

Koji Miyahara

Director

Hiroshi Nishikawa

Director

Saburo Naraba

General Manager, Tokyo Branch

Director

Tatsushi Nakashima

General Manager, Nagoya Branch

Responsible for Harbor Transportation
Business
Responsible for International
Transportation BusinessResponsible for Technical and Real EstateBusiness
Senior Corporate Advisor, Mitsubishi
Corporation
Honorary Advisor, MUFG Bank, Ltd.
Board Counselor, Nippon Yusen Kabushiki
KaishaGeneral Manager, Warehousing &Distribution Business Division

Standing Corporate
AuditorStanding Corporate
AuditorCorporate Auditor

Yohnosuke Yamada

LawyerCorporate Auditor

Kenji Sakurai

Corporate Auditor

Hiroshi Imai

Certified Public Accountant
Standing Auditor, FUJI LOGISTICS CO.,LTD.

Tohru Watanabe
Yoshihito Yoshizawa

11

(Notes)

1.
2.

3.

4.
5.

6.
7.

8.

(2)

Directors with an asterisk (*) are Representative Directors.
Of Directors, Mr. Minoru Makihara, Mr. Shigemitsu Miki and Mr. Koji Miyahara are Outside
Directors as stipulated by Article 2, item 15 of the Companies Act. The Company designated themas independent officers as stipulated by Tokyo Stock Exchange, Inc. and registered them with thesaid Exchange.
Of Corporate Auditors, Mr. Yoshihito Yoshizawa, Mr. Yohnosuke Yamada and Mr. Kenji Sakurai are
Outside Corporate Auditors as stipulated by Article 2, item 16 of the Companies Act. The Company
designated them as independent officers as stipulated by Tokyo Stock Exchange, Inc. and registeredthem with the said Exchange.
Corporate Auditor Mr. Kenji Sakurai is a Certified Public Accountant and has a considerable
knowledge regarding finance and accounting.
In addition to the above, the significant concurrent positions of Outside Officers are stated in “(3)Matters concerning Outside Directors” and “(4) Matters concerning Outside Corporate Auditors”
below.
Director Mr. Minoru Makihara retired as Senior Corporate Advisor of Mitsubishi Corporation on
March 31, 2019.
The Directors and Corporate Auditors who retired during the fiscal year under review were as follows(retired on June 28, 2018).
Director Tetsuro Okamoto
Director Takanori Miyazaki
Director Tomohiko Takami
Of Directors shown above, positions and responsibilities were changed as follows on April 1, 2019.
(Directors with an asterisk (*) are Representative Directors.)(Previous positions)(New positions and responsibilities)
Managing Director
Noboru Hiraoka
Director ( ― )Managing Director * Fumihiro Shinohara
Director ( ― )Managing Director
Hitoshi Wakabayashi Managing Director (Responsible for Warehousing &Distribution Business, General Manager,
Warehousing & Distribution Business Division)
Managing Director
Shinji KimuraManaging Director (Responsible for Planning,Technical and Real Estate Business)
Director
Saburo Naraba
Managing Director * (Responsible for General
Affairs, Corporate Communications, Personnel, andInternal Audit)
Director
Hiroshi Nishikawa
Managing Director (Responsible for International
Transportation Business, General Manager, International
Business Coordination Chamber)Compensation to Directors and Corporate Auditors for the Fiscal Year under Review
Categories

Number of persons paid

Directors(of which, Outside Directors)
Corporate Auditors(of which, Outside Corporate Auditors)(Notes)

1.

2.

3.

17
(3)
5
(3)

Amount of payment(Millions of yen)

467
(28)
60
(35)

Amount of payment above includes Directors’ bonuses in the total amount of 50 million yen(including the amount of 4 million yen to Outside Directors) which will be paid subject to theapproval and resolution of Proposal No. 4 “Payment of Bonuses to Directors” at the 216th
Annual General Meeting of Shareholders to be held on June 27, 2019.
In addition to the amounts in the above table, to Directors concurrently serving as employees (4persons during the fiscal year under review), the portions of their remuneration as employees of 49
million yen were paid.
The upper limit on total compensation for Directors is 38 million yen per month (of which, 3
million yen per month for Outside Directors; resolved at the 209th Annual General Meeting of
Shareholders held on June 28, 2012; not including the portion of employees’ salary for Directors
who concurrently serve as employees), while 7 million yen per month for Corporate Auditors(resolved at the 203rd Annual General Meeting of Shareholders held on June 29, 2006).

12

(3) Matters concerning Outside Directors
1) Significant concurrent positions at other corporations, etc.
Name
Minoru Makihara
Koji Miyahara

Company name
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
Toho GAS Co., Ltd.

Title
Outside Director
Outside Director(Note) The Company has transactions such as logistics operation consignment, etc. with Mitsubishi UFJ Morgan
Stanley Securities Co., Ltd.

2) Main activities
During the fiscal year under review, the Company held 13 meetings of the Board of Directors. Mr.
Minoru Makihara participated in 8 meetings, Mr. Shigemitsu Miki in 11 meetings, and Mr. Koji
Miyahara in 13 meetings. Outside Directors stated invaluable opinions based on their distinguishedinsight and broad perspectives.
(4) Matters concerning Outside Corporate Auditors
1) Significant concurrent positions at other corporations, etc.
Name

Yohnosuke Yamada
Kenji Sakurai(Notes)

1.
2.
3.
4.

Company nameSANYO TRADING CO., LTD.
KANEMATSU CORPORATION

Japan Drilling Co., Ltd.

Title
Outside Director
Outside Audit &Supervisory Board Member
Audit & Supervisory Board
Member (External)

Japan Drilling Co., Ltd. received a ruling on the commencement of corporate reorganization
proceedings from the Tokyo District Court on July 25, 2018.
The Company has transactions such as logistics operation consignment, etc. with SANYOTRADING CO., LTD.
The Company has transactions such as logistics operation consignment, etc. with KANEMATSU
CORPORATION.
The Company has transactions such as logistics operation consignment, etc. with Japan DrillingCo., Ltd.

2) Main activities
During the fiscal year under review, the Company held 16 meetings of the Board of Corporate
Auditors. Mr. Yoshihito Yoshizawa participated in 16 meetings, Mr. Yohnosuke Yamada in 16
meetings, and Mr. Kenji Sakurai in 16 meetings. During the fiscal year under review, the Company
held 13 meetings of the Board of Directors. Mr. Yoshihito Yoshizawa participated in 12 meetings, Mr.
Yohnosuke Yamada in 13 meetings, and Mr. Kenji Sakurai in 13 meetings. Each of Outside Corporate
Auditors stated invaluable opinions from an objective and professional standpoint backed by theiraccumulated experiences as a manager at a trading firm, a lawyer, and a certified public accountant,respectively.

13

3.

Accounting Auditor(1)

Accounting Auditor’s Name
KPMG AZSA LLC(2)Compensation for Audit Service Set Forth in Article 2, Paragraph 1 of the Certified Public
Accountants Act
65 million yen(Notes)
1. Upon confirming the content of the audit plan, the conditions of the execution status of theaccounting audit, and the assumptions for calculating remuneration estimates, etc., of the
Accounting Auditor, the Board of Corporate Auditors has given its approval under Article 399,
Paragraph 1 of the Companies Act for the remuneration, etc., of the Accounting Auditor.
2. Under the audit agreement between the Company and its Accounting Auditor, compensation foraudits pursuant to the Companies Act and audits pursuant to Financial Instruments andExchange Law are not strictly separated, and otherwise cannot be separated. Consequently, theabove amount reflects total compensation.

(3)

Cash and other profits payable by the Company or its subsidiaries to Accounting Auditor
80 million yen(Note)
Of significant subsidiaries of the Company, Mitsubishi Logistics China Co., Ltd., P.T. Mitsubishi
Logistics Indonesia, and Mitsubishi Logistics Europe B.V. receive audits (limited to stipulationsof the Companies Act and the Financial Instruments and Exchange Act (including laws andregulations of other countries corresponding to these laws)) from accounting auditors (including
entities possessing qualifications in other countries corresponding to these qualifications) separate
from the Accounting Auditor of the Company.

(4)

Policy Regarding Determination of Termination or Nonreappointment of Accounting Auditor
Aside from termination of the Accounting Auditor by the Board of Corporate Auditors as defined in
Article 340 of the Companies Act, should the Accounting Auditor be deemed unable to execute its duties
properly and the replacement of the Accounting Auditor be deemed necessary, the Company shall submit
the proposal to terminate or not reappoint the Accounting Auditor to the General Meeting of
Shareholders, based on a resolution of the Board of Corporate Auditors.

14

III.
1.

Company’s Systems and Policies
System to ensure that Directors execute their duties in compliance with laws and regulations andthe Articles of Incorporation and other systems to ensure proper business execution
As rules and a charter to be strictly followed by executives and employees during the course of
executing duties, the Company has formulated a “Code of Conduct” as described below, and clearlystates its position to actively work toward thorough compliance with related laws, in addition toenvironmental protection and social contribution, etc.
1) The Company will comply with laws and regulations and rules, and execute corporate activities
sincerely and fairly so as not to disrupt societal norms.
2) The Company will disclose corporate information at appropriate times and in an appropriate way,
and aim for broad communication with society.
3) The Company will continue to not have any relationships with anti-social forces that have a negative
impact on the order and safety of civil society.
4) The Company will recognize the importance of environmental issues and cooperate withenvironmental protection activities.
5) While providing services that are safe, high quality, and socially effective, the Company will work
toward societal contribution activities as a “good corporate citizen,” placing harmony with regionalsocieties and international society at the forefront.
Under this Code of Conduct, the Company has formulated “Basic Policy Regarding Implementationof Internal Control Systems” as described below, in order to ensure the appropriate execution of duties
by executives and employees and appropriateness of corporate operations.
(1) System to ensure that the Directors execute their duties in compliance with laws and regulations
and the Articles of Incorporation
Important decision-making shall be deliberated upon and resolved at a meeting of the Board of
Directors that is held once per month in principle in accordance with the Regulations on the Board of
Directors, which clarifies agenda standards. Regarding execution of duties, responsibilities for
Directors shall be defined, and each Director shall execute duties concerning their responsibilities,
with accountability pursuant to laws and regulations and the Articles of Incorporation.
Corporate Auditors shall inspect important decision-making documents, attend meetings of theBoard of Directors and General Managers’ meetings, etc. to ascertain the status of important
decision-making and the execution of duties, and shall provide opinions.
(2) System to ensure that the employees execute their duties in compliance with laws and regulations
and the Articles of Incorporation
While ensuring thorough recognition of the Company’s “Code of Conduct” and internal
regulations, the Internal Audit Department shall audit compliance with laws and regulations andthe status of the execution of duties based on the annual audit plan, report the results to the
responsible Executive Directors, and the division responsible for compliance shall evaluate thestatus of improvement of the audit results.
In order to prevent or promptly discover and correct actions that may infringe upon laws andregulations and the Articles of Incorporation, an Internal Reporting Hotline (Helpline) shall beestablished.
Furthermore, through establishment of the Internal Control Committee and the CSR andCompliance Committee, the implementation status of internal control functions and the complianceconditions shall be evaluated, aiming to enhance the internal controls and CSR compliance.
(3) System for storage and management of information related to the execution of duties of the
Directors
Minutes for meetings of the Board of Directors and important documents, etc. regarding theexecution of duties by Directors shall be appropriately stored and managed in accordance withlaws and regulations and internal regulations.
(4) Regulations or any other systems for management of risk of loss
While aiming for thorough compliance with the Basic Risk Management Manual, etc., the Risk
Management Committee shall be established, working toward advance prevention of business risk
and risks related to finance and legal matters, alongside with strengthening measures against
natural disasters. Additionally, if risks arise, “Countermeasure Headquarters” shall be established,
15

and companywide support and countermeasures shall be thoroughly implemented, aiming forminimization of losses and early restoration of normal operations.
(5) System to ensure that the execution of duties of the Directors is efficient
Directors shall strictly maintain the efficiency and soundness of management while executing
duties related to their responsibilities according to the management plan.
In addition all Executive Directors shall deliberate regarding the execution of important duties
based on adequate documentation at Executive Committee held about once per week, while making
resolutions or reporting on execution status at meetings of the Board of Directors.
(6) System to ensure proper business execution within the Company group consisting of the Company
and its subsidiaries
・Executives shall be dispatched from the Company to subsidiaries. In addition to implementationof Codes of Conduct suited for the businesses of subsidiaries, they oversee the duties of Directorsof subsidiaries to be executed efficiently in accordance with the management plan.
・The execution of important duties at subsidiaries shall be deliberated in advance with theCompany in accordance with the Regulations on Affiliate and Subsidiary Administration, andExecutive Directors in charge shall receive reports regarding the status of the execution of duties
at subsidiaries and financial conditions, etc. from the subsidiaries periodically or as needed.
・A Group Management Meeting, comprised of the Company and significant subsidiaries, shall beheld about twice per year, ensuring the appropriateness of operations of the overall Group.
・The Internal Audit Department shall audit compliance with laws and regulations and the status of
the execution of duties at subsidiaries. Executive Directors in charge shall receive the results,
cooperate with Corporate Auditors and Internal Audit Department of the Company and Corporate
Auditors of the subsidiaries, and express their opinions regarding the optimization of operationsof the overall Group as necessary.
・To prevent or promptly discover and correct actions that may infringe upon laws and regulations
and the Articles of Incorporation, subsidiaries shall establish a common Internal Reporting
Hotline (Helpline) jointly with the Company.
・Regarding risk of losses at subsidiaries, in addition to management according to the Basic Risk
Management Manual, etc., subsidiaries shall establish risk management structures according totheir business types.
・Appropriate structures for internal controls shall be implemented and operated in order to secure
the reliability of financial reporting.
(7) Employees to assist the duties of Corporate Auditors
The Corporate Auditors’ Chamber shall be established as a department to assist the duties ofCorporate Auditors, and dedicated personnel shall be assigned.
(8) Independence of employees to assist the duties of Corporate Auditors from Directors and mattersconcerning effectiveness of instructions toward said employees
By the nature of their post, personnel dedicated to the Corporate Auditors’ Chamber shall work
directly for Corporate Auditors, and deliberation shall be made with the Board of Corporate
Auditors in advance regarding the selection of such personnel, etc.
(9) System for Directors and employees and executives and employees of subsidiaries (including
parties receiving reports from these persons) to report to Corporate Auditors and other systems forreporting to Corporate Auditors
Directors and employees as well as executives and employees of subsidiaries (including parties
receiving reports from these persons) shall report periodically to Corporate Auditors regarding thestatus of the execution of duties and financial conditions, etc., and the Internal Audit Department
shall report the results of internal audits to Corporate Auditors.
Additionally, Directors and employees as well as executives and employees of subsidiaries(including parties receiving reports from these persons) shall report as required to Corporate
Auditors regarding matters that will have a significant effect on management.
(10) System to ensure that persons reporting to Corporate Auditors do not receive unfavorable treatment
with said report as rationale
Any unfavorable treatment shall not be incurred due to reporting to Corporate Auditors
including internal reporting.
16

(11) Policies for processing expenses or liabilities incurred regarding the execution of duties by
Corporate Auditors
Expenses or liabilities incurred regarding the execution of duties by Corporate Auditors shall beprocessed appropriately in accordance with laws and regulations.
(12) Other systems to ensure the effectiveness of audits by Corporate Auditors
Corporate Auditors shall receive periodic reports from the Accounting Auditor regarding thestatus of audits, and shall conduct effective audits through internal audits by the Internal Audit
Department.
During audits, Directors and employees shall cooperate with Corporate Auditors to provide
required information at the appropriate time.
2.

Summary of the operational status of the system in 1. above
Based on the above “Basic Policy Regarding Implementation of Internal Control Systems,” theCompany has established and operated the internal control systems for the Company and subsidiaries.
A summary of the operational status of internal control systems for the fiscal year under review is asfollows.
(1) Status of the execution of duties by Directors and employees
・Meetings of the Board of Directors were held 13 times, and the Board of Directors deliberated
important matters and made resolutions, and Directors in charge provided reports on the status ofexecution of important duties.
・Executive Committee, comprised of all Executive Directors (Chairman of the Board, President,
and Managing Directors) chaired by President, was held about once per week, and deliberated on
important matters regarding management.
・In light of deliberations at Executive Committee, each Executive Director executed duties
responsibly, including measures based on the Medium-term Management Plan [2016-2018],
according to the division of duties.
・Aside from General Managers of Branches, the General Managers’ Meetings also comprised of
Directors, Corporate Auditors and the General Managers of the Headquarters Department were
held about once per month for a total of 11 times, and the status of the execution of duties werereported and confirmed.
・The Internal Control Committee, CSR and Compliance Committee, and Risk Management
Committee were each held once, and the status of execution of duties companywide was
evaluated from the independent viewpoints of each committee.
・To ensure thorough dissemination of the Code of Conduct and internal regulations of theCompany, internal training has been conducted, and the status of compliance among executives
and employees has been confirmed through surveys, etc.
・Minutes for meetings of the Board of Directors and important documents, etc. regarding theexecution of duties by Directors have been managed by each responsible department according to
the number of years required as defined by laws and regulations and internal regulations.
(2) Status of the Corporate Group, composed of the Company and subsidiaries
・To manage risk of losses arising at the Group, the Company has prepared a Basic Risk
Management Manual, and worked to disseminate it.
・Executives and employees of the Company are dispatched to subsidiaries and manage them byexecuting their duties and conducting audits and supervision at the subsidiaries.
・A department to manage subsidiaries were established, and the department discusses theexecution of important duties with subsidiaries, receives periodic reports from subsidiaries
regarding financial conditions, etc., and reports to Executive Directors in charge and Corporate
Auditors. Additionally, the Group Management Meeting, comprised of the Company andsignificant subsidiaries, was held twice, and business results and issues, etc. were reported andconfirmed, including the progress status of measures based on the Medium-term Management
Plan [2016 – 2018].
・Concerning internal controls regarding financial reporting, effectiveness is evaluated based on the“Internal Control Evaluation Policy Book,” which defines the Group’s systems regarding
operation and evaluation, and basic policies such as processes and methods.
(3) Status of Corporate Auditors, internal audits, and internal reporting・Aside from exchanging information with the Representative Director through periodic meetings,
17etc., Corporate Auditors attended important meetings such as meetings of the Board of Directors
and General Managers’ Meetings. In addition to the examination of important documents, etc.
regarding the execution of duties by Directors such as decision-making documents, Corporate
Auditors have inspected the Company’s audit and subsidiaries, etc. based on the annual audit
plan. Additionally, meetings of the Board of Corporate Auditors were held 16 times, andinformation on the status of the Company and audit results, etc. have been shared.
・During the formulation and implementation, etc. of their respective annual audit plans, Corporate
Auditors, the Internal Audit Department, Accounting Auditor and Corporate Auditors ofsubsidiaries have conducted periodic meetings and exchanged information as needed, executing
duties effectively and efficiently.
・To support the execution of duties of Corporate Auditors, a Corporate Auditors’ Chamber (onededicated employee) was established at the headquarters. The dedicated staff member executed
duties under the direction of Corporate Auditors, and matters concerning related personnel, etc.
were deliberated with the Board of Corporate Auditors in advance.
・Expenses or liabilities that arose during the course of the execution of duties of Corporate
Auditors were appropriately processed in accordance with laws and regulations upon requestfrom Corporate Auditors.
・Aside from establishing an Internal Audit Division (seven dedicated employees) at theheadquarters as the Internal Audit Department, audit support employees (two persons) wereassigned, and auditors (one each) and audit support employees (two each) were assigned at eachbranch. Audits were conducted at the Company and Group companies based on the annual audit
plan. Audit results were reported to Executive Directors in charge and Corporate Auditors, andthe division responsible for compliance evaluated the status of improvement on a quarterly basis.
・Including the Corporate Auditors’ Chamber, multiple common Internal Reporting Hotlines were
established in the Group, and internal regulations stipulated the prohibition of unfavorable
treatment to the person who made an internal report.
3.

Basic policy regarding the Company’s control
The Group’s primary businesses are the Logistics Business with warehousing & distribution businessat its core, and the Real Estate Business, which focuses on the leasing of buildings.
Regarding the Logistics Business, the Group aims to organically and comprehensively operate eachof the land transportation, international transportation and harbor transportation businesses centered on
the warehousing & distribution business by using information technologies. In the Real Estate Business,
the Group aims to expand the leasing business primarily in office buildings and commercial facilities byeffectively using the Group’s proprietary lands. Through fair operations of these businesses, the Groupaims to ensure appropriate profits and stable growth, and provide returns to shareholders and employees,
making contribution to realizing a prosperous society.
Due to the nature of the both businesses that needs land, building and facilities, etc. in favorable
locations, both businesses require significant investment; therefore, the Company invest its management
resources including funds in a continuous and planned manner from a long-term standpoint with the aimof expanding and developing businesses.

Although the Company does not unconditionally deny all intension of large-scale acquisition of theCompany’s shares, the Company believes that purchases in conflict with the above that damage
corporate value or common interests of shareholders are inappropriate.
Currently, the Company has not recognized any parties that are attempting large-scale acquisitions of
the Company’s share. However, the Company constantly monitors the trading status of the Company’s
shares, and in the event that a party attempting a large-scale acquisition of the Company’s shares inconflict with these views appears, and if the purchase will not contribute to the Company’s corporate
value and common interests of shareholders, appropriate countermeasures will be considered, and theCompany will prepare a system for the swift implementation of the countermeasures.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Unless otherwise stated, the content of the above report adheres to the following.
1. Monetary amounts and share numbers are rounded down.
2. Ratios are rounded to the first decimal place.
3. If the number of shares or ratio is zero, it is presented as “-.”18Consolidated Balance Sheet(As of March 31, 2019)
Description

Amount(Assets)
Current assets

Description(Millions of yen)Amount(Liabilities)
104,558

Cash and deposits

41,337

Notes and accounts receivable

40,603Marketable securities

Current liabilities

75,18926,4672,000

Notes and accounts payable
Short-term bank loans and current
maturities of long-term debt
Current portion of bonds

27,396

Real estate held for sale

14,332

Income taxes payable

2,717

Other

6,326

Provision for directors’ bonuses

Allowance for doubtful accounts

(41)

Other

5,000
50
13,558Long-term liabilities

108,280

Bonds payable

31,000Non-current assets

378,016Long-term loans payable

24,235

Property and equipment

219,500

Deposits on long-term leases

20,679Buildings and structures

117,254

21,870Machinery and equipment

4,471

Land

89,570

Deferred income tax liabilities
Provision for directors’ retirement
benefits
Net defined benefit liability

Construction in progress

2,068

Other

Other

6,134

Total liabilities

Intangible assets

14,688(Net assets)

Leasehold right

7,730

Shareholders’ equity

238,788

630

Common stock

22,393

6,327

Capital surplus

19,564

Investments and other assets

143,828

Retained earnings

197,675

Investments in securities

134,578

Goodwill
Other

Long-term loans receivable

516

Deferred income tax assets

2,914

Other

5,856

Allowance for doubtful accounts(20)

Allowance for investment loss

(17)

Total assets

Treasury shares
Accumulated other comprehensive
incomeNet unrealized holding gains on
securities
Foreign currency translation
adjustments
Remeasurements of defined benefit
plans
Non-controlling interests

482,575

177
10,059256
183,470(844)
57,37757,098
233
45
2,938

Total net assets

299,104

Total liabilities and net assets

482,575(Figures are rounded down to the nearest million yen.)19

Consolidated Statement of Income(April 1, 2018 - March 31, 2019)(Millions of yen)
Description

Breakdown

Revenue
Warehousing fee income
Stevedoring income
Land transportation income
Harbor stevedoring income
International transportation income
Rent of real estate for investment
Other
Cost of services
Operational and transportation consignment costs
Personnel expenses
Facility rental expenses
Depreciation and amortization
Other
Gross profit
Selling, general and administrative expenses
Operating income
Non-operating income
Interest and dividend income
Equity in earnings of unconsolidated subsidiaries andaffiliates
Other
Non-operating expenses
Interest expense
Foreign exchange losses
Other
Ordinary income
Extraordinary income
Gain on disposal of non-current assets
Gain on sale of marketable securities andinvestments in securities
Reversal of allowance for investment loss
Compensation income
Extraordinary losses
Loss on disposal of non-current assets
Impairment loss
Loss on valuation of marketable securities andinvestments in securities
Loss on disaster
Compensation for damage
Profit before income taxes
Income taxes - current
Income taxes - deferred
ProfitProfit attributable to non-controlling interests
Profit attributable to owners of parent

Amount26,01018,067
51,84918,65952,911
31,56628,121
98,43137,852
9,683
12,58245,276

227,185

203,825
23,36010,69912,660

3,742
1,534
525
490
527
110

5,802

1,129
17,333

78
990
16
261

1,346

794
69
536
362
126
4,890
106

1,887
16,792
4,996
11,795230
11,564(Figures are rounded down to the nearest million yen.)
20

Consolidated Statement of Changes in Net Assets(April 1, 2018 - March 31, 2019)(Millions of yen)
Shareholders’ equity

Balance as of April 1, 2018

Common stock

Capital surplus

22,393

19,566

Retained earnings Treasury shares
188,651

Total
shareholders’equity(841)

229,770

Changes of items during period
Cash dividends(2,541)(2,541)

Profit attributable to owners ofparent11,564

11,564Purchase of treasury shares
Disposal of treasury shares

0Change in ownership interest ofparent due to transactions with
non-controlling interests
Changes other than to shareholders’equity, net

(3)

0

0

(2)

Total changes of items during period
Balance as of March 31, 2019

(3)

(2)

-

(2)

9,023

(2)

9,018

22,393

19,564

197,675(844)

238,788

Accumulated other comprehensive income
Net unrealized Foreign currency Remeasurements
holding gains ontranslationof defined
securities
adjustments
benefit plan

Balance as of April 1, 201860,873959

142

Total accumulated Non-controlling
otherinterests
comprehensive
income61,976

2,803

Total
net assets

294,550

Changes of items during period
Cash dividends(2,541)

Profit attributable to owners ofparent11,564Purchase of treasury shares(3)

Disposal of treasury shares

0Change in ownership interest ofparent due to transactions with
non-controlling interests
Changes other than to shareholders’equity, net(2)(3,775)

(726)

(97)

(4,599)134(4,464)

Total changes of items during period(3,775)

(726)

(97)

(4,599)

134

4,554

Balance as of March 31, 201957,098233

45

57,3772,938

299,104(Figures are rounded down to the nearest million yen.)21

Notes to the Consolidated Financial Statements
Notes to the Basis for Preparation of Consolidated Financial Statements
1. Scope of consolidation(1) Consolidated subsidiaries
Number of consolidated subsidiaries
51
Names of principal subsidiaries
Fuji Logistics Co., Ltd., Ryoso Transportation Co., Ltd., Dia Buil-Tech, Co., Ltd., Shinryo Koun Co., Ltd.,
Mitsubishi Logistics China Co., Ltd., P.T. Mitsubishi Logistics Indonesia, Mitsubishi Logistics America
Corporation and Mitsubishi Logistics Europe B.V.
(2) Non-consolidated subsidiaries
Names of principal non-consolidated subsidiary
Dia Logistics (M) Sdn. Bhd.
Non-consolidated subsidiaries are respectively small in scale, and the totals of total assets, revenue, profit
attributable to owners of parent (proportional amount of equity), and retained earnings (proportionalamount of equity), etc., each do not have a significant effect on the consolidated financial statements, thus
these subsidiaries are excluded from the scope of consolidation.
2. Application of the equity method(1) Non-consolidated subsidiaries and affiliates accounted for by the equity method
There are no non-consolidated subsidiaries accounted for by the equity method.
Number of affiliates subject to the equity method
3Name of principal affiliate
MY Terminals Holdings, Limited, Kusatsu Soko Co., Ltd.
As the Company established the holding company MY Terminals Holdings, Limited, jointly with Nippon
Yusen Kabushiki Kaisha, the said company has been included in the scope of application of the equity
method from the fiscal year under review.
In addition, Nippon Container Terminals Co., Ltd., which was an equity-method affiliate in the previous
fiscal year, has been excluded from the scope of application of the equity method from the fiscal year
under review, as the said company became a wholly-owned subsidiary of MY Terminals Holdings,
Limited.
(2) Non-consolidated subsidiaries and affiliates not subject to the equity method
Name of principal non-consolidated subsidiary
Dia Logistics (M) Sdn. Bhd.
Name of principal affiliate
Nakatani Transportation Co., Ltd.
As non-consolidated subsidiaries and affiliates not subject to the equity method each of these companies has
only an immaterial effect on profit attributable to owners of parent and retained earnings, etc. and isinsignificant overall, these are excluded from application of the equity method.
3. Matters concerning the fiscal year, etc., of consolidated subsidiaries
All consolidated subsidiaries excluding 18 overseas subsidiaries such as Mitsubishi Logistics America
Corporation end their fiscal years on the same day as the Company.
The last day of the fiscal year for 18 overseas subsidiaries such as Mitsubishi Logistics America
Corporation is December 31. The financial statements as of December 31 are used in the consolidated
financial statements, and if any material transactions incur during the period from December 31 to March
31, necessary adjustments are made on the consolidated financial statements.
4. Matters concerning accounting policies(1) Standards and methods for valuation of important assets
A. Securities
Available-for-sale securities
Securities with market quotations
Stated at market based on the market price, etc. on the balance sheet date.
22

(Valuation difference is transferred directly to net assets. The cost of sales is calculated using
the moving average method.)
Securities without market quotations
Stated at cost using the moving-average method.
B. Derivatives
Stated using the market value method.
C. Inventories (real estate held for sale)
Mainly stated at cost using the specific identification method.
(calculated by writing them down based on decline in profitability.)(2) Depreciation and amortization method for important depreciable or amortizable assets
A. Property and equipment (excluding leased assets)
The declining-balance method is applied.
Warehouse facilities (actual buildings), commercial facilities for lease (actual buildings) andfacilities and structures attached to buildings acquired on or after April 1, 2016 are calculated using
the straight-line method.
Furthermore, useful lives are estimated according to stipulations of the Corporation Tax Act, andlives for commercial facilities for lease (actual buildings) are determined with a standard of 20 years,
taking into account the lease agreement period, etc.
B. Intangible assets (excluding leased assets)
The straight-line method is applied.
Computer software for internal use is amortized over the estimated internal useful life (5 to 10
years) using the straight-line method.
C. Leased assets(Leased assets relating to finance lease transactions without the transfer of ownership)
Leased assets are depreciated using the straight-line method with no residual value over the leaseterm of the leased assets.
(3) Important standards of accounting for reserves
A. Allowance for doubtful accounts
To provide for losses resulting from unrecoverable claims such as accounts and loans receivable,
allowance for doubtful accounts is recorded based on the historical write-off rate for ordinary
receivables, and based on expected uncollectable accounts individually for receivables.
B. Allowance for investment loss
To provide for losses resulting from a decline in the substantial price of stock and investment
without market value, allowance is recorded taking into account the possibility of recovery if total
net assets of the issuing company fall below the book value.
C. Provision for directors’ bonuses
To provide for bonuses to Directors, of estimated payment amount, amounts to be borne during the
fiscal year under review are recorded.
D. Provision for directors’ retirement benefits
To provide for payments of retirement benefits for directors at certain consolidated subsidiaries,
amounts to be paid at the end of the fiscal year under review are recorded, based on entity's rules.
(4) Accounting treatment of retirement benefits
A. Method of attributing the estimated benefit obligation to periods
Upon calculating the retirement benefit obligation, the estimated benefit obligation is attributed tothe period up until the fiscal year under review on a benefit formula basis.
B. Amortization method of actuarial calculation differences and prior service costs
23Actuarial calculation differences are amortized using the straight-line method over a certain period(5 to 15 years) within the average remaining years of service of employees, beginning from thefiscal year following the incurred year. Prior service costs are recognized using the straight-line
method over a certain period (15 years) within the average remaining years of service of employees,
beginning from the incurred year.
(5) Amortization method and amortization period of goodwill
Goodwill is amortized over 5 to 10 years on a straight-line basis. Any immaterial amounts are fullyrecognized as expenses as incurred.
(6) Accounting treatment of consumption taxes, etc.
For accounting treatment of consumption tax and local consumption tax, the tax exclusion method isapplied.
Changes in presentation methods(Changes due to the Application of “Partial Amendments to Accounting Standard for Tax Effect Accounting”)
In accordance with the “Partial Amendments to Accounting Standard for Tax Effect Accounting” (ASBJ
Statement No. 28, February 16, 2018), the “Ministerial Ordinance for Partial Amendments to the Regulation
for Enforcement of the Companies Act and the Regulation on Corporate Accounting” (Ministry of JusticeOrdinance No. 5, March 26, 2018) has been applied from the fiscal year under review. Deferred income tax
assets are presented as investments and other assets, and deferred income tax liabilities are presented as
long-term liabilities.

Notes to Consolidated Balance Sheet
1. Accumulated depreciation of property and equipment

308,152 million yen

2. Accumulated deferred tax reserves for non-current assets

3,247 million yen

3. Collateral assets
Assets pledged as collateral
Buildings and structures

13 million yen

Land1,041 million yen

Obligations related to the above
Short-term bank loans

300 million yen“Other” of current liabilities

192 million yen

Long-term loans payable

2,386 million yen

Deposits on long-term leases

1,000 million yen

4. Guarantee liability
Liability guarantees for borrowings of other companies

24

986 million yen

Notes to Consolidated Statements of Income
Impairment loss
The Group recognized impairment loss in the following asset group for the fiscal year under review:
Location
Use
Type
Amount (million yen)
Yokkaichi City, Mie
Warehouse facilities
Building and others
69
In calculating impairment loss, assets are grouped by the lowest level that generates a cash flow independent
from other assets or asset groups.
The above asset group has decided to rebuild, book values for assets related to said asset groups have been
reduced to the recoverable amounts, and the reduction amount of 69 million yen (63 million yen in buildings,
and 5 million yen in others) has been recorded as impairment loss in extraordinary losses.
The recoverable amounts are measured based on value in use, and are considered to be zero since future
cash flow cannot be expected.
Notes to Consolidated Statement of Changes in Net Assets
1. Type and number of outstanding shares
Total number of outstanding shares as of March 31, 2019: Common stock

87,960,739 shares

2. Dividends(1) Dividend amountResolution
General Meeting of
Shareholders on
June 28, 2018
Meeting of theBoard of Directors
on October 31,
2018Type ofstock

Total dividends(million yen)

Dividend pershare (yen)Record date

Effective dateCommon
stock

1,226

14

March 31,2018

June 29, 2018

Common
stock

1,314

15

September 30,
2018

December 3,
2018(2) Dividends whose record date is during this fiscal year, but whose effective date is after the end of thisfiscal year
The following items are proposed at the General Meeting of Shareholders to be held on June 27, 2019.
A. Total dividends

2,628 million yen

B. Source of dividends

Retained earnings

C. Dividend per share

30 yenD. Record date

March 31, 2019

E. Effective dateJune 28, 201925

Notes to Financial Instruments
1. Status of Financial Instruments
The Group raises necessary funds mainly by bank loans or issuance of bonds. Temporary cash surplus, ifany, are invested in highly secured deposits, public bonds and corporate bonds, etc.
Notes and accounts receivable are exposed to credit risk of customers. In order to reduce such credit risk,
the Group controls on due date and balance for each customer in accordance with internal customer credit
management rules.
Investments in securities are mainly stocks issued by companies with which the Group has business
relations. The Group ascertains the fair values of such stocks at regular intervals.
Short-term loans are used mainly for operating capital, while long-term loans payable are used mainly forcapital expenditure. Interest rate swap contracts are used as a hedging instrument for long-term loans
payable with floating interest rates in order to avoid interest rate fluctuation risk. Derivatives are used basedon actual demand only.
2. Current Value, etc. of Financial Instruments
The amounts posted on the consolidated balance sheet, the fair values, and the differences thereof as ofMarch 31, 2019 are as follows. Items whose fair values are extremely difficult to measure are not includedin the following table (please see (Note 2)).
(Millions of yen)
Consolidated balance
Fair value
Difference
sheet amount(1) Cash and deposits
41,33741,337(2) Notes and accounts receivable
40,60340,603(3) Marketable securities
2,000
2,000
(4) Investments in securities
113,202113,202
available for-sale securities
Total assets
197,143
197,143(1) Notes and accounts payable
27,39627,396(2) Short-term bank loans
20,99420,994(3) Bonds payable (*1)
36,00036,471471(4) Long-term loans payable (*2)
29,70729,857149(5) Deposits on long-term leases
1,165
1,181
16
(6) Derivatives
Total liabilities
115,264
115,902638(*1) Including current portion of bonds.
(*2) Including current maturities of long-term debt.

(Note 1) Calculation method of the fair value of financial instruments and securities & derivative transactions
Assets(1) Cash and deposits, (2) Notes and accounts receivable, (3) Marketable securities:
Relevant consolidated balance sheet amounts are used because the settlement term of the above items is shortand their fair values approximate their book values.
(4) Available for-sale securities in investments in securities:
The fair values of stocks are determined using the quoted price at the stock exchange.
Liabilities(1) Notes and accounts payable, (2) Short-term bank loans
Relevant consolidated balance sheet amounts are used because the settlement term of the above items is shortand their fair values approximate their book values.
(3) Bonds payable
The fair values of bonds issued by the Company are calculated using the market price.

26

(4) Long-term loans payable
Long-term loans payable with floating interest rates require that the interest rates be amended at certain periodsof time. Therefore, relevant book values are used because their fair values approximate their book values.
Long-term loans payable with fixed interest rates are calculated using the present value of the amount ofprincipal and interest discounted using the current borrowing rate for similar loans of comparable maturity.
Certain long-term loans payable with floating interest rates are subject to special treatment of interest rate
swaps (see (6) below). Therefore, the fair values of such long-term loans payable are calculated by discounting
the total amount of principal and interest that have been recorded together with said interest rate swap by aninterest rate that would reasonably be estimated to apply to a similar loan.
(5) Deposits on long-term leases
Deposits on long-term leases are calculated by the present value of future cash flows discounted using arisk-free rate.
(6) Derivatives:
As those resulting from special treatment of interest rate swaps are processed in unity with long-term loans
payable to which the hedge applies, these are recorded by including their values in the market value of said
long-term loans payable (see (4) above).
(Note 2) Unlisted securities and others (consolidated balance sheet amount of 21,375 million yen) are notincluded in “(4) Available for-sale securities in investment in securities,” because the identification of
their fair values is deemed extremely difficult due to the absence of market values and inability toestimate future cash flows. Of deposits on long-term leases, those with future cash flows that cannot be
estimated and with fair values which are extremely difficult to measure (consolidated balance sheet
amount of 19,514 million yen) are not included in “(5) Deposits on long-term leases.”

Notes to Real Estates for Rent
The Company and some of its subsidiaries have some investments and rental property such as office buildings
for rent (including land) in Tokyo and other regions.
(Millions of yen)Amount on the consolidated balance sheet
Fair value
93,022359,231(Note 1) The amount on the consolidated balance sheet is the amount obtained by deducting accumulated depreciation fromacquisition cost.
(Note 2) Fair value as of March 31, 2019 was the amount mainly based on appraisal by an external real estate appraiser.

Notes to Per Share Information
1. Net assets per share
2. Basic earnings per share

3,381.20 yen
132.03 yen

27

Notes to Significant Subsequent Events
At the meeting of the Board of Directors held on April 26, 2019, the Company resolved matters relating to thepurchase of treasury shares pursuant to the provisions of Article 156 of the Companies Act, which is applied byreplacing certain terms pursuant to the provisions of Article 165, Paragraph 3 of the Companies Act.
1. Reasons for purchasing treasury shares
In accordance with the policy of returning profits to shareholders in the New Medium-term Management Plan
FY2019–2021 announced on March 22, 2019, the Company will flexibly purchase treasury shares.
2. Details of the matters concerning purchase(1) Type of shares to be purchased

Common stock of the Company(2) Total number of shares to be purchased

2,000,000 shares (maximum)(Ratio to the total number of issued shares (excluding
treasury shares): 2.3%

(3) Total purchase price of shares

5 billion yen (maximum)(4) Purchase period

May 7, 2019 - September 30, 2019(5) Purchase method

Market purchase on the Tokyo Stock Exchange

28

Non-consolidated Balance Sheet(As of March 31, 2019)

Description(Assets)
Current assets
Cash and deposits
Notes receivable
Accounts receivable
Marketable securities
Real estate held for sale
Prepaid expenses
Short-term loans receivable
Advances paid
Other
Allowance for doubtful accounts
Non-current assets
Property and equipment
Buildings
Structures
Machinery and equipment
Transportation equipment
Tools, furniture and fixtures
Land
Leased assets
Construction in progress
Intangible assets
Leasehold right
Software
Other
Investments and other assets
Investments in securities
Investments in capital ofsubsidiaries and affiliates
Long-term loans receivable
Guarantee deposits
Other
Allowance for doubtful accounts
Allowance for investment loss
Total assets(Millions of yen)
Description
Amount(Liabilities)
66,070Current liabilities
63,654
21,959Accounts payable
18,485
Short-term bank loans and441
current maturities of
27,717long-term debt
24,371
Current portion of bonds
5,000
2,000
Accounts payable - other
2,901
14,332
Income taxes payable
1,973
683
Advances received
2,668
272
Deposits received
3,982
Provision for directors’
1,669
50
bonuses
363
Other
876
(23)
Long-term liabilities
95,407
Bonds payable
31,000Long-term loans payable
22,949367,391
Deposits on long-term leases
18,957
192,968
103,671
Deferred income tax liabilities
19,7202,799
Retirement benefits
2,780
2,953
Total liabilities
159,062
127(Net assets)
1,601
Shareholders’ equity
218,049
76,951
Common stock
22,393
3,301
Capital surplus
19,387
1,561
Legal capital surplus
19,383
Other capital surplus
412,1697,673
Retained earnings
177,076
4,224
Legal retained earnings
3,121
272
Other retained earnings
173,955
Reserve for private
7,728
162,253
insurance
112,255
Reserve for reduction entry
15,637
Reserve for special
40,559259
depreciation
7,278
General reserve
138,240
Retained earnings brought
4,101
12,089forward390
Treasury shares(808)
Valuation and translation(15)
56,350adjustments
Net unrealized holding gains(2,317)56,350on securities
Total net assets
274,400
433,462 Total liabilities and net assets
433,462(Figures are rounded down to the nearest million yen.)Amount29

Non-consolidated Statement of Income(April 1, 2018 - March 31, 2019)(Millions of yen)
Description

BreakdownAmountRevenue
Warehousing fee income

18,762

Stevedoring income

10,006

Land transportation income

26,912

Harbor stevedoring income

17,020International transportation income

35,544

Rent of real estate for investment

28,970Other

20,215

157,432

Cost of services
Operational and transportation consignment costs

76,486

Personnel expenses

13,356

Facility rental expenses

5,864

Depreciation and amortization

10,524Other

36,605Gross profit

142,837
14,595

Selling, general and administrative expenses

5,578

Operating income

9,016

Non-operating income
Interest and dividend income

5,653

Other

444

6,097

Non-operating expenses
Interest expense

433

Other

60

Ordinary income

494
14,619Extraordinary income
Gain on disposal of non-current assets
Gain on sale of marketable securities andinvestments in securities
Compensation income

19
990
261

1,270

Extraordinary losses
Loss on disposal of non-current assets
Loss on valuation of marketable securities andinvestments in securities
Provision of allowance for investment loss

713

Loss on disaster

357

530
662

Income before income taxes

2,263
13,627

Income taxes - current

3,618

Income taxes - deferred(116)

Net income

3,501
10,125(Figures are rounded down to the nearest million yen.)30

Non-consolidated Statement of Changes in Net Assets(April 1, 2018 - March 31, 2019)(Millions of yen)

Shareholders’ equity

Capital surplus
Commonstock
Balance as of April 1, 2018
Changes of items during
periodCash dividends
Net income
Provision of reserve forprivate insurance
Reversal of reserve for
reduction entry
Provision of reserve for
reduction entry
Reversal of reserve for
special depreciation
Provision of reserve for
special depreciation
Provision of generalreserve
Purchase of treasury
shares
Disposal of treasury
sharesChanges other than toshareholders’ equity,net
Total changes of items
during the period
Balance as of March 31,
201922,393

Legal capitalsurplus

Other capitalsurplus19,383

4

Legalretainedearnings
3,121

Retained earnings
Other retained earnings
Reserve
Reserve forReserve for
for
privatespecialreduction
insurance
depreciation
entry
7,528
15,590
367

200
(112)
159
(122)
15

0

-

-

0

-

200

47

(107)

22,393

19,383

4

3,121

7,728

15,637259(Figures are rounded down to the nearest million yen.)31

Valuation andtranslation
adjustments

Shareholders’ equity
Retained earnings
Other retained earnings
Retained
General reserve earnings brought
forwardBalance as of April 1, 2018

130,240

Total
shareholders'equityTreasuryshares12,645(805)

Net unrealized
holding gains
on securities

210,468

59,954Total
net assets

270,422

Changes of items during
periodCash dividends(2,541)(2,541)(2,541)

Net income

10,125

10,125

10,125

(200)

-

-

112

-

-

(159)

-

-

122

-

-

(15)

-

-

(8,000)

-

-

(3)

(3)

(3)

0

0

0

Provision of reserve forprivate insurance
Reversal of reserve for
reduction entry
Provision of reserve for
reduction entry
Reversal of reserve for
special depreciation
Provision of reserve for
special depreciation
Provision of generalreserve
Purchase of treasury
shares
Disposal of treasury
sharesChanges other than toshareholders’ equity,net
Total changes of items
during the period
Balance as of March 31,
2019

8,000

(3,603)(3,603)

8,000

(555)

(2)

7,581

(3,603)

3,977

138,240

12,089(808)

218,049

56,350274,400(Figures are rounded down to the nearest million yen.)32

Notes to the Non-consolidated Financial Statements
Notes to Significant Accounting Policies
1. Standards and methods of valuation of securities(1) Stocks of subsidiaries and affiliates
Stated at cost using the moving-average method.
(2) Available-for-sale securities
Securities with market quotations
Stated at market based on the market price, etc. on the balance sheet date. (Valuation difference istransferred directly to net assets. The cost of sales is calculated using the moving average method.)
Securities without market quotations
Stated at cost using the moving-average method.
2. Standards and methods of valuation of derivatives
Stated using the market value method.
3. Standards and methods of valuation of inventories
Valuation for real estate held for sale is recorded using the cost accounting method (method to reduce bookvalues based on declines in profitability) on an individual basis.
4. Depreciation and amortization method for non-current assets(1) Property and equipment (excluding leased assets)
The declining-balance method is applied.
Warehouse facilities (actual buildings), commercial facilities for lease (actual buildings) andfacilities and structures attached to buildings acquired on or after April 1, 2016 are calculated using
the straight-line method.
Furthermore, useful lives are estimated according to stipulations of the Corporation Tax Act, andcommercial facilities for lease (actual buildings) are determined with a standard of 20 years, withadjustments made for factors such as the lease agreement period, etc.
(2) Intangible assets (excluding leased assets)
The straight-line method is applied.
Computer software for internal use is amortized over the estimated internal useful life (5 to 10 years)
using the straight-line method.
(3) Leased assets
Leased assets relating to finance lease transactions without the transfer of ownership.
Leased assets are depreciated using the straight-line method with no residual value over the leaseterm of the leased assets.

33

5. Standards of accounting for reserves
Allowance for doubtful accounts
To provide for losses resulting from unrecoverable claims such as accounts and loans receivable,
allowance for doubtful accounts is recorded based on the historical write-off rate for ordinary
receivables, and based on expected uncollectable amounts individually for receivables.
Allowance for investment loss
To provide for losses resulting from a decline in the substantial price of stock and investment
without market value, allowance is recorded taking into account the possibility of recovery if total
net assets of the issuing company fall below the book value.
Provision for directors’ bonuses
To provide for bonuses to Directors, of estimated payment amount, amounts to be borne during the
fiscal year under review are recorded.
Provision for retirement benefits
Provision for retirement benefits is provided based on the estimated benefit obligation and pension
assets as of March 31, 2019.
1) Method of attributing the estimated benefit obligation to periods
Upon calculating the retirement benefit obligation, the estimated benefit obligation is attributed tothe period up until the fiscal year under review on a benefit formula basis.
2) Amortization method of actuarial calculation differences
Actuarial calculation differences are amortized using the straight-line method over a certain period(5 years) within the average remaining years of service of employees, beginning from the fiscal year
following the incurred year.
3) Accounting treatment of retirement benefits
The method of accounting treatment of unrecognized actuarial calculation differences on retirement
benefits differs from the method of accounting for these in the consolidated financial statements.
6. Accounting treatment of consumption taxes, etc.
For accounting treatment of consumption tax and local consumption tax, the tax exclusion method isapplied.
Changes in presentation methods(Changes due to the Application of “Partial Amendments to Accounting Standard for Tax Effect Accounting”)
In accordance with the “Partial Amendments to Accounting Standard for Tax Effect Accounting” (ASBJ
Statement No. 28, February 16, 2018), the “Ministerial Ordinance for Partial Amendments to the Regulation
for Enforcement of the Companies Act and the Regulation on Corporate Accounting” (Ministry of JusticeOrdinance No. 5, March 26, 2018) has been applied from the fiscal year under review. Deferred income tax
assets are presented as investments and other assets, and deferred income tax liabilities are presented as
long-term liabilities.

34

Notes to Non-Consolidated Balance Sheet
1. Monetary receivables from and payables to affiliates
Short-term monetary asset
1,486 million yen
Short-term monetary liability 8,891 million yen
2. Accumulated depreciation of property and equipment

Long-term monetary asset
Long-term monetary liability

7,368 million yen
616 million yen

272,860 million yen

3. Accumulated deferred tax reserves for non-current assets

3,243 million yen

4. Collateral assets
Assets pledged as collateralLand
750 million yen
Obligations related to the above
Short-term bank loans
150 million yen
Long-term loans payable
2,386 million yen
5. Guarantee liability

Advances received
Long-term deposits received

Liability guarantees for borrowings of other companies

192 million yen
1,000 million yen

1,014 million yen

Notes to Non-consolidated Statement of Income
Transactions with affiliates
Operating transactions
Revenue
Transactions other than operating transactions

9,647 million yen
2,351 million yen

Cost

48,498 million yen

Notes to Non-consolidated Statement of Changes in Net Assets
Number of treasury shares as of March 31, 2019
Common stock

334,099 shares

Notes to Tax Effect Accounting
Major factors for deferred tax assets and liabilities[Deferred income tax assets]
Enterprise taxes payable
Allowance for investment loss
Accrued bonuses
Retirement benefits
Depreciation
Impairment loss
Other
Total deferred income tax assets[Deferred income tax liabilities]
Net unrealized holding gains on securities
Reserve for reduction entry
Reserve for special depreciation
Total deferred income tax liabilities
Net deferred income tax liabilities

153 million yen
709 million yen
441 million yen
850 million yen
6,022 million yen
2,186 million yen
1,559 million yen
11,923 million yen(24,635) million yen(6,895) million yen(114) million yen(31,644) million yen(19,720) million yen

35

Notes to Related-party Transactions
Subsidiaries, etc.

(Millions of yen)

Percentage
Relationship
Name of company,
Summary ofTransaction
Balance atTypeownership of voting with related
Item
etc.
transactions
amountperiod end
rights held
parties
P.T. Mitsubishi
Long-term
99.9%
Funding
Subsidiary
Logistics
Lending of funds
loans
6,300
[-]
assistanceIndonesia
receivable(Note) Interest is determined in consideration of market interest rates.

Notes to Per Share Information
1. Net assets per share

3,131.47 yen

2. Basic earnings per share 115.55 yen
Notes to Significant Subsequent Events
At the meeting of the Board of Directors held on April 26, 2019, the Company resolved matters relating to thepurchase of treasury shares pursuant to the provisions of Article 156 of the Companies Act, which is applied byreplacing certain terms pursuant to the provisions of Article 165, Paragraph 3 of the Companies Act.
1. Reasons for purchasing treasury shares
In accordance with the policy of returning profits to shareholders in the New Medium-term Management Plan
FY2019–2021 announced on March 22, 2019, the Company will flexibly purchase treasury shares.
2. Details of the matters concerning purchase(1) Type of shares to be purchased

Common stock of the Company(2) Total number of shares to be purchased

2,000,000 shares (maximum)(Ratio to the total number of issued shares (excluding
treasury shares): 2.3%

(3) Total purchase price of shares

5 billion yen (maximum)(4) Purchase period

May 7, 2019 - September 30, 2019(5) Purchase method

Market purchase on the Tokyo Stock Exchange

36Independent Auditor’s Report
April 26, 2019
The Board of Directors
Mitsubishi Logistics Corporation

KPMG AZSA LLC
Atsuki Kanezuka
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yasuyuki Nagasaki
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Taro Nakamura
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant

We have audited the consolidated financial statements, comprising the consolidated balance sheet, theconsolidated statement of income, the consolidated statement of changes in net assets and the related notes ofMitsubishi Logistics Corporation as at March 31, 2019 and for the year from April 1, 2018 to March 31, 2019in accordance with Article 444-4 of the Companies Act.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with accounting principles generally accepted in Japan, and for such internal control as
management determines is necessary to enable the preparation of consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the consolidated financial statements based on our audit as
independent auditor. We conducted our audit in accordance with auditing standards generally accepted inJapan. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on our judgment, including theassessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error. In making those risk assessments, we consider internal control relevant to the entity’s preparationand fair presentation of the consolidated financial statements in order to design audit procedures that areappropriate in the circumstances, while the objective of the financial statement audit is not to express an
opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates made bymanagement, as well as evaluating the overall presentation of the consolidated financial statements.
37

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
OpinionIn our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position and the results of operations of Mitsubishi Logistics Corporation and its consolidated
subsidiaries for the period, for which the consolidated financial statements were prepared, in accordance withaccounting principles generally accepted in Japan.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to theprovisions of the Certified Public Accountants Act of Japan.
Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report as
required by the Companies Act.

38

Independent Auditor’s Report
April 26, 2019
The Board of Directors
Mitsubishi Logistics Corporation

KPMG AZSA LLC
Atsuki Kanezuka
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Yasuyuki Nagasaki
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
Taro Nakamura
Designated Limited Liability Partner
Engagement Partner
Certified Public Accountant
We have audited the financial statements, comprising the balance sheet, the statement of income, the statementof changes in net assets and the related notes, and the supplementary schedules of Mitsubishi Logistics
Corporation as at March 31, 2019 and for the year from April 1, 2018 to March 31, 2019 in accordance with
Article 436-2-1 of the Companies Act.
Management’s Responsibility for the Financial Statements and Others
Management is responsible for the preparation and fair presentation of the financial statements and the
supplementary schedules in accordance with accounting principles generally accepted in Japan, and for suchinternal control as management determines is necessary to enable the preparation of financial statements andthe supplementary schedules that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial statements and the supplementary schedules basedon our audit as independent auditor. We conducted our audit in accordance with auditing standards generally
accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements and the supplementary schedules are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements and the supplementary schedules. The procedures selected depend on our judgment,
including the assessment of the risks of material misstatement of the financial statements and the
supplementary schedules, whether due to fraud or error. In making those risk assessments, we consider
internal control relevant to the entity’s preparation and fair presentation of the financial statements and the
supplementary schedules in order to design audit procedures that are appropriate in the circumstances, while
the objective of the financial statement audit is not to express an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the39reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of
the financial statements and the supplementary schedules.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
OpinionIn our opinion, the financial statements and the supplementary schedules referred to above present fairly, in allmaterial respects, the financial position and the results of operations of Mitsubishi Logistics Corporation forthe period, for which the financial statements and the supplementary schedules were prepared, in accordancewith accounting principles generally accepted in Japan.
Other Matter
Our firm and engagement partners have no interest in the Company which should be disclosed pursuant to theprovisions of the Certified Public Accountants Act of Japan.

Notes to the Reader of Independent Auditor’s Report:
The Independent Auditor’s Report herein is the English translation of the Independent Auditor’s Report as
required by the Companies Act.

40

Board of Corporate Auditors’ Audit Report (duplicated copy)

Audit Report(English Translation)
Regarding the performance of duties by the Directors for the 216th fiscal year from April 1, 2018 toMarch 31, 2019, the Board of Corporate Auditors hereby submits its audit report, which has been prepared
upon careful consideration based on the audit report prepared by each Corporate Auditor.
1. Summary of Auditing Methods by the Corporate Auditors and Board of Corporate Auditors(1) The Board of Corporate Auditors established auditing policies, allocation of duties, and otherrelevant matters, and received reports from each Corporate Auditor regarding his or her audits andresults thereof, as well as received reports from the Directors, other relevant personnel and the
Accounting Auditor regarding performance of their duties, and sought explanations as necessary.
(2) Each Corporate Auditor complied with the auditing standards of the Corporate Auditors establishedby the Board of Corporate Auditors, followed the auditing policies, allocation of duties, and otherrelevant matters, communicated with Directors, the Internal Audit Department, other employees, andany other relevant personnel, and made efforts to prepare the environment for information collection
and audit, as well as conducted the audit through the methods described below.
1. We participated in meetings of the Board of Directors and other important meetings, received
reports from the Directors, employees and other relevant personnel regarding performance of
their duties, sought explanations as necessary, examined important authorized documents andassociated information, and studied the operations and financial positions at the headquarters
and principal business offices. With respect to subsidiaries, we communicated with, andcollected information from, Directors and Corporate Auditors of subsidiaries as well as received
reports from subsidiaries on their business as necessary.
2. In addition, with respect to the system for ensuring that the performance of duties by the
Directors as stated in the Business Report conforms to the related laws and regulations and the
Articles of Incorporation, and the contents of the resolutions of the Board of Directors regarding
preparation of other system to ensure the properness of operations of a group of enterprises
consisting of a stock company and its subsidiaries as stipulated in Article 100, Paragraphs 1 and
3, of the Ordinance for Enforcement of the Companies Act and such other system preparedbased on such resolutions (internal controls system), we received regular reports from Directors,
employees and other relevant personnel regarding the development and the operation of thesystem, requested explanations as needed and expressed opinions. With respect to internal
control over Financial Reporting, we received reports from Directors and other relevant
personnel as well as KPMG AZSA LLC regarding the status of evaluation and audit of theinternal control, and requested explanations as needed.
3. We examined the details of the basic policies pursuant to Article 118, Item 3 of the Ordinancefor Enforcement of the Companies Act set forth in the Business Report.
4. Furthermore, we monitored and verified whether the Accounting Auditor maintained its
independence and implemented appropriate audits, as well as received reports from the
Accounting Auditor regarding the performance of its duties and sought explanations asnecessary. In addition, we received notice from the Accounting Auditor that “the system forensuring that duties are performed properly” (matters set forth in each item of Article 131 of theOrdinance for Corporate Accounting) had been prepared in accordance with the Product Quality
Management Standards Regarding Audits (issued by the Business Accounting Deliberation
Council on October 28, 2005) and other relevant standards, and sought explanations asnecessary.
Based on the above methods, we examined the Business Report and the supplementary schedules
thereof, the non-consolidated financial statements (non-consolidated balance sheet, non-consolidated
statement of income, non-consolidated statement of changes in net assets, and non-consolidated notes)
and the supplementary schedules thereof, as well as the consolidated financial statements (consolidatedbalance sheet, consolidated statement of income, consolidated statement of changes in net assets andconsolidated notes) related to the relevant fiscal year.
41

2. Results of Audit(1)

Results of Audit of Business Report and Other Relevant Documents

1. In our opinion, the Business Report and the supplementary schedules are in accordance with therelated laws and regulations, and the Articles of Incorporation, and fairly represent the Company’s
condition.
2. We have found no evidence of wrongful action or material violation of related laws and regulations,nor of any violation with respect to the Articles of Incorporation, related to performance of duties by
the Directors.
3. In our opinion, the contents of the resolutions of the Board of Directors related to the internal
control systems are fair and reasonable. In addition, we have found no matters on which to remark
regarding the description in the Business Report and the performance of duties by the Directors
related to such internal control systems, as well as internal control over Financial Reporting.
4. We have found no matters to point out with respect to the basic policies regarding the Company’scontrol as described in the Business Report.
(2)

Results of Audit of Non-consolidated Financial Statements and Supplementary Schedules
In our opinion, the methods and results employed and rendered by Accounting Auditor KPMG
AZSA LLC are fair and reasonable.

(3)

Results of Audit of Consolidated Financial Statements
In our opinion, the methods and results employed and rendered by Accounting Auditor KPMG
AZSA LLC are fair and reasonable.

May 8, 2019
Board of Corporate Auditors, Mitsubishi Logistics Corporation
Standing Corporate Auditor
Standing Corporate Auditor(Outside Corporate Auditor)
Corporate Auditor(Outside Corporate Auditor)
Corporate Auditor(Outside Corporate Auditor)
Corporate Auditor

42

Tohru Watanabe
Yoshihito Yoshizawa
Yohnosuke Yamada
Kenji Sakurai
Hiroshi Imai

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
As to the appropriation of surplus, the Company adheres to a policy of maintaining stable dividend inconsideration of the retained earnings level in addition to profits for the period while paying attention to thesystematic development of the logistics business centered on the warehousing & distribution business, theCompany’s mainstay business, and of the real estate business centered on building leases, strengthening its
financial structure in preparation for changes in its business environment. Additionally, under the New
Medium-term Management Plan, which was newly formulated and for which fiscal year 2019 is the initialyear, the Company will aim to further enhance shareholder returns while improving corporate performanceand capital efficiency during the period of the management plan.
For the fiscal year ended March 31, 2019, we propose the year-end dividend of 30 yen per share, taking
into account such factors as the above basic policies, and operating results for the year and the retained
earnings level. As a result, reflecting the reverse stock split with an effective date of October 1, 2017, theannual dividend, including the interim dividend of 15 yen, will be 45 yen per share, an increase of 17 yenfrom the previous fiscal year.
1. Matters regarding year-end dividends(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property and its total amount
30 yen per share of common stock of the Company
The total amount: 2,628,799,200 yen(3) Effective date of the dividend of surplus
June 28, 2019
2. Other matters regarding appropriation of surplus(1) Item of surplus increased and its amountReserve for private insurance:
200,000,000 yen(2) Item of surplus decreased and its amount
Retained earnings brought forward: 200,000,000 yen

43Proposal No. 2: Election of Fifteen (15) Directors
The terms of office of all fourteen (14) Directors will expire at the conclusion of this year’s Annual
General Meeting of Shareholders. Accordingly, we nominate the following fifteen (15) candidates for
Directors:
No.

1

2

3

4

Name
(Date of birth)

Past experience and significant concurrent positions

Number ofshares of theCompany held

April 1977
Joined the Company
June 2008
General Manager, Personnel Division
June 2011
Director and General Manager, Personnel Division
June 2012Managing Director; and General Manager, Personnel Division
Akio Matsui20,585
April 2013
President(June 20, 1954)
April 2018
Chairman of the Board (current position)[Significant concurrent positions]
President of Japan Warehousing Association Inc.
[Reason for nomination as candidate for Director]
Mr. Akio Matsui had served as General Manager of Personnel Division, etc. After his term of office as Managing Director
responsible for General Affairs, Corporate Communications, Personnel, and Planning, he had served as President and hadoverseen overall business operation as a chief executive of the Company from 2013 to 2018, and is currently serving as
Chairman of the Board. He possesses a wealth of experience and professional knowledge for the Company’s business
operation, therefore, the Company nominated him as Director.
April 1982
Joined the Company
June 2012
General Manager, International Business Coordination Chamber
Masao Fujikura
April 2015
General Manager, Osaka Branch
8,400
June 2016
Director and General Manager, Osaka Branch(March 20, 1959)
April 2017Managing Director; and General Manager, Osaka Branch
April 2018
President (current position)[Reason for nomination as candidate for Director]
Mr. Masao Fujikura had served as General Manager of International Business Coordination Chamber, etc. After his termof office as Managing Director and General Manager of Osaka Branch, he is currently serving as President and oversees
overall business operation as a chief executive of the Company. He possesses a wealth of experience and professional
knowledge for the Company’s business operation, therefore, the Company nominated him as Director.
October 1977
Joined the Company
June 2011
General Manager, Harbor Transportation Business Division
Yoshiji Ohara
5,800
June 2014
Director and General Manager, Harbor Transportation Business(August 5, 1954)
Division
April 2016
Managing Director (current position)[Reason for nomination as candidate for Director]
Mr. Yoshiji Ohara had long served in the Harbor Transportation Business division in addition to his term of office as
General Manager of Harbor Transportation Business Division, etc. He is currently serving as Managing Director
responsible for Harbor Transportation Business. He possesses a wealth of experience and professional knowledge for theCompany’s business operation, therefore, the Company nominated him as Director.
April 1982
Joined the Company
June 2012
General Manager, Warehousing & Distribution Business
Division
April 2015
Chairman of the Board of Mitsubishi Logistics China Co., Ltd.
April 2016
General Manager, Warehousing & Distribution Business
Hitoshi Wakabayashi
8,200
Division of the Company(January 22, 1960)
June 2016
Director and General Manager, Warehousing & Distribution
Business Division
April 2017Managing Director
April 2019
Managing Director; and General Manager, Warehousing &Distribution Business Division (current position)[Reason for nomination as candidate for Director]
Mr. Hitoshi Wakabayashi had long served in the General Affairs division and the Warehousing & Distribution Businessdivision in addition to his term of office as General Manager of Warehousing & Distribution Business Division and an
officer in charge of an overseas subsidiary controlling the business in China, etc. He is currently serving as Managing
Director responsible for Warehousing & Distribution Business Division. He possesses a wealth of experience andprofessional knowledge for the Company’s business operation, therefore, the Company nominated him as Director.

44

No.

Name
(Date of birth)

Past experience and significant concurrent positions
April 1982
June 2011
June 2016

5

6

7

8

Number ofshares of theCompany held

Joined the Company
General Manager, Accounting & Financing Division
Director and General Manager, Accounting & Financing
Yasushi Saito
Division
6,002(October 16, 1958)
April 2018
Managing Director; and General Manager, Accounting &Financing Division
June 2018
Managing Director (current position)[Reason for nomination as candidate for Director]
Mr. Yasushi Saito had long served in the Accounting & Financing division in addition to his term of office as General
Manager of Accounting & Financing Division, etc. He is currently serving as Managing Director responsible for
Accounting & Financing and Information System. He possesses a wealth of experience and professional knowledge for theCompany’s business operation, therefore, the Company nominated him as Director.
April 1982
Joined the Company
April 2014
General Manager, Personnel Division
April 2016
General Manager, General Affairs Division, Corporate
Shinji Kimura
Communications Chamber and Personnel Division
5,100(July 18, 1958)
June 2017
Director and General Manager, General Affairs Division,
Corporate Communications Chamber and Personnel Division
April 2018
Managing Director (current position)[Reason for nomination as candidate for Director]
Mr. Shinji Kimura had long served in the management division such as planning and the Harbor Transportation Businessdivision, in addition to his term of office as General Manager of General Affairs Division, Corporate Communications
Chamber and Personnel Division. He is currently serving as Managing Director responsible for Planning, Technical andReal Estate Business. He possesses a wealth of experience and professional knowledge for the Company’s business
operation, therefore, the Company nominated him as Director.
April 1982
Joined the Company
April 2014
General Manager, Nagoya Branch
Saburo Naraba
April 2017
General Manager, Tokyo Branch
5,500(October 17, 1958)
June 2018
Director and General Manager, Tokyo Branch
April 2019
Managing Director (current position)[Reason for nomination as candidate for Director]
Mr. Saburo Naraba had served as General Manager of Nagoya Branch and Tokyo Branch, and has long experience in the
Harbor Transportation Business division, as well as in the management division such as personnel. He is currently serving
as Managing Director responsible for General Affairs, Corporate Communications, Personnel, and Internal Audit. He
possesses a wealth of experience and professional knowledge for the Company’s business operation, therefore, theCompany nominated him as Director.
April 1983
Joined the Company
April 2015
General Manager, Tokyo Branch
April 2017
General Manager, Warehousing & Distribution Business
Division
Hiroshi Nishikawa
5,300
June 2018
Director and General Manager, Warehousing & Distribution(April 10, 1960)
Business Division
April 2019
Managing Director and General Manager, International Business
Coordination Chamber (current position)[Reason for nomination as candidate for Director]
Mr. Hiroshi Nishikawa had served as General Manager of Tokyo Branch and General Manager of Warehousing &Distribution Business Division, and has long experience in the International Transportation Business division including
overseas assignment, as well as in the Warehousing & Distribution Business division. He is currently serving as Managing
Director responsible for International Transportation Business Division. He possesses a wealth of experience andprofessional knowledge for the Company’s business operation, therefore, the Company nominated him as Director.

45

No.

Name
(Date of birth)

Past experience and significant concurrent positions
March 1956
June 1992
April 1998
April 2004

9

10

11

Number ofshares of theCompany held

Joined Mitsubishi Corporation
President of Mitsubishi Corporation
Chairman of the Board of Mitsubishi Corporation
Member of the Board, Senior Corporate Advisor (Soudanyaku)
of Mitsubishi Corporation
June 2004
Senior Corporate Advisor (Soudanyaku) of Mitsubishi
Minoru Makihara
Corporation
21,800(January 12, 1930)
June 2010
Senior Corporate Advisor of Mitsubishi Corporation
March 2019
Retired from Senior Corporate Advisor of Mitsubishi
Corporation
June 1993
Director of the Company (current position)[Significant concurrent positions]
Outside Director of Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
[Reason for nomination as candidate for Outside Director]
Mr. Minoru Makihara has long been engaged in corporate management of Mitsubishi Corporation. The Company
nominated him as Director so that the Company’s management may benefit from the broad insight and invaluable advice
from him who represents the business community in Japan.
April 1970
Joined Nippon Yusen Kabushiki Kaisha
April 2004
President and Corporate Officer of Nippon Yusen Kabushiki
KaishaApril 2006
President, President Corporate Officer of Nippon Yusen
Kabushiki Kaisha
April 2009
Chairman, Chairman Corporate Officer of Nippon Yusen
Kabushiki Kaisha
Koji Miyahara
April 2015
Director, Board Counselor of Nippon Yusen Kabushiki Kaisha
0(December 3, 1945)
June 2015
Board Counselor of Nippon Yusen Kabushiki Kaisha (current
position)
June 2014
Director of the Company (current position)[Significant concurrent positions]
Senior Advisor of Nippon Yusen Kabushiki Kaisha (scheduled to assume office inJune 2019)
Outside Director of Toho GAS Co., Ltd.
[Reason for nomination as candidate for Outside Director]
Mr. Koji Miyahara has long been engaged in the corporate management of Nippon Yusen Kabushiki Kaisha. The Company
nominated him as Director so that the Company’s management may benefit from the broad insight and invaluable advice
from him who represents the business community in Japan.
April 1976
Joined the Company
Tatsushi Nakashima
April 2017
General Manager, Nagoya Branch(November 29, 1957)
5,000
June 2018
Director and General Manager, Nagoya Branch (current
position)[Reason for nomination as candidate for Director]
Mr. Tatsushi Nakashima had long served in the Warehousing & Distribution Business division. He is currently serving as
Director, and General Manager of Nagoya Branch. He possesses a wealth of experience and professional knowledge for theCompany’s business operation, therefore, the Company nominated him as Director.

46

No.

Name
(Date of birth)

Past experience and significant concurrent positions
April 1977
April 2012
April 2013
December 2013

12

13

14

15

Number ofshares of theCompany held

Joined Mitsubishi Trust and Banking Corporation
President of Mitsubishi UFJ Trust and Banking Corporation
Deputy Chairman of Mitsubishi UFJ Financial Group, Inc.
President and Chairman of Mitsubishi UFJ Trust and Banking
Corporation
June 2015
Director; Deputy Chairman of Mitsubishi UFJ Financial Group,
Inc.
Tatsuo Wakabayashi
Chairman of Mitsubishi UFJ Trust and Banking Corporation(September 29, 1952) April 20160
(current position); Director of Mitsubishi UFJ Financial Group,
New candidate
Inc.
June 2016Retired from Director of Mitsubishi UFJ Financial Group, Inc.
[Significant concurrent positions]
Chairman of Mitsubishi UFJ Trust and Banking Corporation
Outside Director of Mitsubishi Materials Corporation (Planned to take office inJune 2019)[Reason for nomination as candidate for Outside Director]
Mr. Tatsuo Wakabayashi has long been engaged in the corporate management of Mitsubishi UFJ Trust and Banking
Corporation. The Company nominated him as Director so that the Company’s management may benefit from the broad
insight and invaluable advice from him who represents the business community in Japan.
April 1977
Joined The Tokio Marine and Fire Insurance Co., Ltd.
April 2016
President & Chief Executive Officer of Tokio Marine & Nichido
Fire Insurance Co., Ltd.
Toshifumi Kitazawa June 2016
Director of Tokio Marine Holdings, Inc. (current position:scheduled to retire in June 2019)
0(November 18, 1953)
New candidate
April 2019
Vice Chairman of the Board of Tokio Marine & Nichido Fire
Insurance Co., Ltd. (current position)[Significant concurrent positions]
Vice Chairman of the Board of Tokio Marine & Nichido Fire Insurance Co., Ltd.
[Reason for nomination as candidate for Outside Director]
Mr. Toshifumi Kitazawa has long been engaged in the corporate management of Tokio Marine & Nichido Fire InsuranceCo., Ltd. The Company nominated him as Director so that the Company’s management may benefit from the broad insightand invaluable advice from him who represents the business community in Japan.
April 1983
Joined the Company
Akira Yamao
April 2012
Deputy General Manager, Real Estate Business Division
4,700(June 13, 1960)
General Manager, Planning & Business Coordination
New candidate
April 2015
Division (current position)[Reason for nomination as candidate for Director]
Mr. Akira Yamao had long served in the Real Estate Business Division in addition to the management division such asplanning. He is currently serving as General Manager of Planning & Business Coordination Division. He possesses a
wealth of experience and professional knowledge for the Company’s business operation, therefore, the Company
nominated him as Director.
April 1984
Joined the Company
June 2016
General Manager, Yokohama Branch
April 2018
General Manager, International Transportation BusinessAkio Miura
Division
4,900(November 10, 1960)
June 2018
General Manager, International Transportation BusinessNew candidate
Division, and International Business Coordination Chamber
April 2019
General Manager, International Transportation Business
Division (current position)[Reason for nomination as candidate for Director]
Mr. Akio Miura had long served in the International Transportation Business division including overseas assignment. He iscurrently serving as General Manager of International Transportation Business Division. He possesses a wealth ofexperience and professional knowledge for the Company’s business operation, therefore, the Company nominated him as
Director.
(Notes)1. There are no special interests between each candidate and the Company.
2. Responsibilities of the candidates at the Company who are incumbent Directors of the Company are as stated in the Business
Report (pages 11 through 12).
Additionally, the two Directors, Mr. Minoru Makihara and Mr. Koji Miyahara are incumbent Outside Directors of theCompany.

47

3. Matters regarding the candidates for Outside Director are as follows.
(1) Four Directors, Mr. Minoru Makihara, Mr. Koji Miyahara, Mr. Tatsuo Wakabayashi, and Mr. Toshifumi Kitazawa are
candidates for Outside Director and satisfy the requirements for independent officers as stipulated by Tokyo Stock
Exchange, Inc.
(2) Violation of laws and regulations, etc. at the companies where the candidates for Outside Director concurrently serve
1) Mr. Minoru Makihara
・ Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., where Mr. Minoru Makihara serves as Outside Director,
received an Administrative Monetary Penalty Payment Order from the Financial Services Agency in July 2018 due toallegations of conducts in violation of the Financial Instruments and Exchange Act, and received dispositions in
September of the same year from the Tokyo Stock Exchange and the Osaka Exchange, and in October of the same
year from the Japan Securities Dealers Association, respectively.
Although he did not have prior knowledge of any of these facts, he emphasized the importance of legal complianceon a regular basis and worked to prevent unfair business execution. In addition, after these facts were revealed, heoversees the recurrence prevention measures formulated by management at meetings of the Board of Directors, andgives necessary opinions.
2) Mr. Koji Miyahara・ At Nippon Cargo Airlines, Co., Ltd., where Mr. Koji Miyahara served as Director, said company received an order for
payment of surcharge from the Fair Trade Commission in Korea in November 2010 due to actions in the international
air cargo transportation business that were in violation of the Fair Trade Law in Korea, and the orders were finalized
for Japan-originating, South Korea-bound matters in May 2014, and South Korea-originating, worldwide-boundmatters in September 2014, respectively.
In addition, said company received an operation improvement order and a business improvement order from the
Minister of Land, Infrastructure, Transport and Tourism in July 2018, for allegations that aircrafts were improperly
maintained for several years.
(3) Years of service as Outside Directors of the Company since their first appointment (until the conclusion of this year’s
Annual General Meeting of Shareholders)Mr. Minoru Makihara: 26 years
Mr. Koji Miyahara: 5 years

48Proposal No. 3: Election of Two (2) Corporate Auditors
The terms of office of Corporate Auditors Tohru Watanabe and Yoshihito Yoshizawa will expire at theconclusion of this year’s Annual General Meeting of Shareholders. Accordingly, we nominate the following
two (2) candidates for Corporate Auditor.
Furthermore, the approval of the Board of Corporate Auditors has been obtained regarding the submissionof this Proposal.
No.

Name
(Date of birth)

Past experience and significant concurrent positions
April 1972
June 2003
June 2004

1

2

Number ofshares of theCompany held

Joined the Company
Director
Managing Director; and General Manager, Accounting &Financing Division
Tohru Watanabe
June 2006
Managing Director
21,850June 2008
Senior Managing Director(June 24, 1949)
October 2010
Senior Managing Director; and General Manager, Planning &Business Coordination Division
January 2011
Senior Managing Director
June 2011
Standing Corporate Auditor (full time) (current position)[Reason for nomination as candidate for Corporate Auditor]
Mr. Tohru Watanabe had long served in the Accounting & Financing division. After his term of office as Senior Managing
Director, he is currently serving as full-time Standing Corporate Auditor. He is well versed in the Company’s business
operations, and therefore, the Company nominates him as Corporate Auditor so that the Company’s auditing may continue
to benefit from his experience and achievements.
April 1985
Joined Mitsubishi Corporation
June 2010
CFO of Mitsubishi Corporation India Pvt. Ltd.
November 2013 Corporate Auditor of MC Healthcare, Inc.
Mikine Hasegawa June 2016
Corporate Auditor of Mitsubishi Corporation Life Sciences(July 5, 1961)
Limited0
New candidate
April 2019
Retired from Corporate Auditor of Mitsubishi Corporation Life
Sciences Limited
May 2019
Attached to Corporate Division of Mitsubishi Corporation(current position)[Reason for nomination as candidate for Outside Corporate Auditor]
The Company nominated Mr. Mikine Hasegawa as Corporate Auditor so that the Company’s auditing may benefit from thewealth of knowledge and broad insight based on his long experience of serving at companies, including Mitsubishi
Corporation.
(Notes)1. There are no special interests between each candidate and the Company.
2. Mr. Mikine Hasegawa is a candidate for Outside Corporate Auditor and he satisfies the requirements for independent auditors
as stipulated by Tokyo Stock Exchange, Inc.

49

Proposal No. 4: Payment of Bonuses to Directors
Taking into consideration the current performance, among other factors, we propose to pay bonuses to
Directors at the amount of 50,000,000 yen to fourteen (14) Directors (including the amount of 4,500,000 yen
to three (3) Outside Directors) as of the end of the fiscal year under review.
Proposal No. 5: Revision of the Amount of Remuneration for Directors and Corporate Auditors
At the 209th Annual General Meeting of Shareholders held on June 28, 2012, the amount of remuneration
for Directors of the Company has been resolved to be not more than 38 million yen per month (including notmore than 3 million yen per month for Outside Directors) and the amount of remuneration for Corporate
Auditors has been resolved to be not more than 7 million yen per month at the 203rd Annual General Meetingof Shareholders held on June 29, 2006, up to the present date. However, in light of the changes in theeconomic situation and other factors, the Company would like to request to revise the amount of remuneration
for Directors to not more than 600 million yen per year (including not more than 100 million yen per year for
Outside Directors) and the amount of remuneration for Corporate Auditors to not more than 120 million yen
per year, changing from month base to year base. In addition, as before, the amount of remuneration for
Directors does not include salaries for employees of Directors who also serve as employees.
The number of Directors and Corporate Auditors, if Proposal No. 2 and Proposal No. 3 are approved as
proposed, will be fifteen (15) Directors (including four (4) Outside Directors) and five (5) Corporate Auditors.
End

50

Instructions for Voting via the Internet
If you exercise your voting rights via the Internet, please view “4. Information on Exercise of Voting Rights”
on page 2 and the following matters before you exercise your rights by 5 p.m. (Japan time) on Wednesday,June 26, 2019.
1. About the voting rights exercise website(1) For the exercise of voting rights via the Internet (available in Japanese only), please use the voting rights
exercise website (https://evote.tr.mufg.jp/) designated by the Company from either a personal computer or
smartphone. (However, the website will be inactive between 2 a.m. and 5 a.m. each day.)(Note) Voting rights cannot be exercised by feature phone, PDA, or gaming devices, etc.

(2) If firewalls, etc., are in use for the Internet connection, antivirus software is in use, or proxy servers are inuse, etc., it may not be possible to use the website depending upon the Internet environment of theshareholder.
(3) Although the exercise of voting rights via the Internet will be available until 5 p.m. on Wednesday, June
26, 2019, please exercise in advance in consideration of vote counting, and please contact our inquiry in 4.
below with any questions, etc.
2. Exercise method for voting rights via the Internet(1) Please use the “Login ID” and “Temporary password” on the enclosed Voting Rights Exercise Form on
the above voting rights exercise website, and indicate your vote for or against the proposals by following
the on-screen instructions.
By reading the “QR code for Login” on the Voting Rights Exercise Form with your smartphone, you can
automatically connect to the voting rights exercise website and exercise voting rights (It is not necessary
to input “Login ID” and “Temporary password.”). Exercise of voting rights using the QR code is possible
only once. From the second time onward, it will be necessary to input the “Login ID” and “Temporary
Password.”(2) To prevent unauthorized access by non-shareholders (so-called “spoofing”) and falsification of thecontent of the exercise of voting rights, the Company requests a change in the “Temporary password” via
the voting rights exercise website.
3. Expenses arising due to accessing the voting rights exercise website
Please note that the shareholder is solely responsible for any expenses (Internet connection fees, etc.)
incurred while accessing the voting website.
4. Inquiries
Stock Transfer Agency Department (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Telephone: 0120-173-027 (Toll-free)Business Hours: 9 a.m. – 9 p.m. (Japan time)< For institutional investors>
Institutional investors may exercise your voting right using the voting platform operated by ICJ, Inc.

51